FORM 8-K

if to the Company, to:

if to the Purchaser, at its address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Company in writing.

-----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, RcbEb35h/ISQOdlO1SSmGOuTjI1eHCyXz6i9rt5nN/MSq7+0o66tGYMI4OXaISui bseUq9YgLwEJO+kAMkU85w== 0001104659-08-034312.txt : 20080519 0001104659-08-034312.hdr.sgml : 20080519 20080519145626 ACCESSION NUMBER: 0001104659-08-034312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20080514 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080519 DATE AS OF CHANGE: 20080519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33404 FILM NUMBER: 08844973 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 8-K 1 a08-14751_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2008

URANIUM RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other	0-17171	75-2212772
jurisdiction of	(Commission File	(I.R.S. Employer
incorporation)	Number)	Identification No.)

405 State Highway 121 Bypass Building A, Suite
Suite 110, Lewisville, TX		75067
(Address of principal executive offices)		Zip Code

(972) 219-3330

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

Uranium Resources, Inc. (“URI” or “Company”) entered into definitive purchase agreements (“Purchase Agreements”) with institutional and other accredited investors on May 13, 2008 to raise approximately $14,304,300, before deduction of fees and expenses, through the private placement of 3,295,920 shares of common stock at $4.34 per share, which represents a ten percent discount to the last sale price on May 13, 2008 and warrants to purchase 988,771 shares of common stock at $5.78 per share, which represents a twenty percent premium to the last sale price of the Company’s common shares on May 13, 2008 (the “Offering”). These warrants expire sixty months after issuance and are exercisable immediately. In addition, ratchet warrants to purchase shares of common stock at $0.01 per share were issued as part of the private placement. The ratchet warrants are triggered and become immediately exercisable in the event that the Company should issue shares of common stock at a price below $4.34 per share. The number of shares that may be purchased upon the exercise of the ratchet warrants is determined by a formula that results in the effective price paid by the investors in this offering being equal to the price paid in a subsequent below $4.34 per share offering. The ratchet warrants expire on the earlier of twelve months following issuance, or ten days after the consummation of the sale of shares of the Company’s common stock which raises in one or more transactions at least $80 million in gross proceeds.

The securities offered will not be registered under the Securities Act of 1933, as amended (“Act”) or any state securities laws, and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements. URI has agreed to register the shares sold in the transaction, including the shares underlying the warrants (other than the ratchet warrants), for resale on a registration statement to be filed within ten business days after closing under the Act. Shares underlying the ratchet warrants will not be registered until they are triggered. In the event that the issuance of shares pursuant to the warrants and ratchet warrants will cause the total shares issued in this private placement to equal twenty percent or more of the Company’s currently outstanding shares of common stock, no shares that will cause such total to be equaled or exceeded will be issued unless the shareholders of the Company approve the issuance.

The net proceeds of the offering will be used for the acquisition, permitting, exploration and development of additional properties in Texas in an effort to extend annual production in 2010 and 2011 at the current rates and for general corporate purposes.

The Company has acquired one property that is a continuation of the ore trend of its Rosita property located in Duval County, Texas. The acquisition of this property should supplement production in 2010 and 2011 and will also free up known reserves on URI’s existing Rosita property that cannot presently be mined because of their proximity to the property line. URI believes it will require the drilling of approximately 150 holes to adequately define the ore outline and expects that the property will be permitted as an amendment to its Rosita South permit application. The permitting process for this property is expected to take approximately eighteen months or longer to complete.

The Company continues to pursue the acquisition of properties that it needs to provide the vast majority of its production goals for 2010 and 2011.

Funds from this offering will also be used to develop properties the Company has under lease in its Kingsville permit area that are expected to begin producing in the second half of 2009. The commencement of production at these properties is subject to permitting and regulatory approvals which the Company anticipates will require less than six months to secure.

URI currently has several properties under lease which it intends to advance through exploration drilling over the next year using funds from this offering. If successful, these exploration properties could provide a base for additional production beyond 2011.

The Company is actively pursuing other exploration properties that are in close proximity to and could be processed through our Kingsville and Rosita plants. URI anticipates that leasing these properties will require significant signing bonuses.

The Company closed the sale of the shares, the warrants and the ratchet warrants on May 16, 2008.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 3.02.

Oppenheimer & Co. Inc. (“Oppenheimer”) has acted as placement agent for the Offering (the “Placement Agent”). The Placement Agents shall receive compensation for acting as Placement Agent made up of cash compensation equal to 5.5% of the proceeds from the sale of the Common Stock. The Company anticipates receiving net proceeds of approximately $12,800,000, after deducting commissions and estimated expenses.

The securities sold in this private placement were exempt from the registration requirements of the Act, pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder, based in part upon the Company’s reliance upon the truth and accuracy of each of the representations made by the investors in the Purchase Agreements and that (i) all of the investors were “accredited” within the meaning of Rule 501(a); (ii) the transfer of the securities pursuant to the Purchase Agreements were restricted by the Company in accordance with Rule 502(d); (iii) there were no non-accredited investors in the transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under Section 4(2) of the Act within the twelve months preceding the transaction; and (iv) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

A complete copy of each of the (i) form of warrant, (ii) form of ratchet warrant, (iii) form of purchase agreement, and (iv) Amended and Restated Placement Agency Agreement are filed herewith as Exhibits 4.1, 4.2, 10.1, and 10.2 respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

A copy of the Company’s May 14, 2008 press release relating to the Offering is filed herewith as Exhibit 99.1.

A copy of the Company’s May 16, 2008 press release relating to the Offering is filed herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

4.1		Form of Warrant
4.2		Form of Ratchet Warrant
10.1		Form of Purchase Agreement, dated May 13, 2008, by and between Uranium Resources, Inc. and each purchaser
10.2		Amended and Restated Placement Agency Agreement dated May 13, 2008, by and between Uranium Resources, Inc. and Oppenheimer & Co. Inc.
99.1		Press Release of Uranium Resources, Inc. issued on May 14, 2008
99.2		Press Release of Uranium Resources, Inc. issued on May 16, 2008

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.


Date:	May 19, 2008		/s/ Thomas H. Ehrlich
			Thomas H. Ehrlich
			Vice President and Chief Financial Officer

EX-4.1 2 a08-14751_1ex4d1.htm EX-4.1

Exhibit 4.1

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Uranium Resources, Inc.

WARRANT TO PURCHASE COMMON STOCK

Warrant No.:
Number of Shares of Common Stock:
Date of Issuance: May 13, 2008 (“Issuance Date”)

Uranium Resources, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below) fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”) free from all liens and charges with respect to the issuance thereof. Any portion of this Warrant remaining unexercised upon the Expiration Date shall terminate and be of no further force or effect. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Warrants (as defined in the Securities Purchase Agreement) to purchase Common Stock (the “SPA Warrants” issued pursuant to those certain Securities Purchase Agreements, each dated as of May 13, 2008 (the “Subscription Date”), by and among the Company and the purchasers (the “Purchasers”) referred to therein (the “Securities Purchase Agreements”).

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date, in whole or in part by delivery of a written notice, in compliance with and in the form attached hereto as Exhibit A (the

“Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder but shall be required to deliver the original Warrant within ten (10) calendar days of such notice and shall not be entitled to receive a replacement Warrant until such original Warrant has been so delivered. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1^st) Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3^rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.

(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $[ ], subject to adjustment as provided herein.

(c) Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within three (3) Trading Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such number of

shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder on each day after such third Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 0.5% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common Stock to the Holder without violating Section 1(a). In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of the facsimile copy of an Exercise Notice the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder’s exercise hereunder or if the Company fails to deliver to the Holder the certificate or certificates representing the applicable Warrant Shares (or credit the Holder’s balance account at DTC with the applicable Warrant Shares) within three (3) Trading Days after its obligation to do so under clause (ii) below and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) or credit such Holder’s balance account with DTC shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.

(d) Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a Registration Statement (as defined in the Securities Purchase Agreement) covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

	Net Number =	[A×B] - [A×C]
		B

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.

B= the Weighted Average Price of the shares of Common Stock (as reported by Bloomberg) for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.

C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

(e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.

(f) Limitations on Exercises.

(i) Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61^st) day after such notice is delivered to the Company,

and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants.

(ii) Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of the SPA Warrants, taking into account the exercise of the Ratchet Warrants issued under the Securities Purchase Agreement and the issuance of the total number of shares issued under the Securities Purchase Agreement, or otherwise without breaching the Company’s obligations under any applicable rules or regulations of any applicable Eligible Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or written opinion is obtained, no Purchaser shall be issued in the aggregate, upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f)(ii), and promptly following any shareholder vote whereby the Company fails to obtain approval for an increase in authorized shares of Common Stock as contemplated by Section 2(g) below, the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the Weighted Average Price and the Exercise Price as of the date of the attempted exercise.

(g) Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to 100% (the “Required Reserve Amount”) of the number of shares of Common Stock as shall from time to

time be necessary to effect the exercise of all of this Warrant then outstanding (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased, provided however, that in no event shall the Exercise Price be reduced below the par value of the Common Stock. If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2 shall become effective at the close of business on the date the subdivision or combination becomes effective.

3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(a) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of shares of Common Stock, and (ii) the denominator shall be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

(b) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close

of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); provided that in the event that the Distribution is of shares of Common Stock (or common stock) (“Other Shares of Common Stock”) of a company whose common shares are traded on a national securities exchange or a national automated quotation system, then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding paragraph (a) and the number of Warrant Shares calculated in accordance with the first part of this paragraph (b).

4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a) Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(b) Fundamental Transactions.

(i) The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the Securities Purchase Agreement in accordance with the provisions of this Section (4)(b) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of the SPA Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders.

(ii) Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

(iii) Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the common stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of the Common Stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant.

(iv) In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of this Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction. Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

(v) The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.

(vi) The Company shall immediately following the public disclosure of the record date for any shareholder vote relating to a Fundamental Transaction, provide notice of such record date to the Holder.

5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect and, (ii) shall take all such actions as may be necessary or

appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

7. REISSUANCE OF WARRANTS.

(a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.

(d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 10 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock or (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock.

9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Required Holders; provided that no such action may increase the exercise price of any SPA Warrant or decrease the number of shares or class of stock obtainable upon exercise of any SPA Warrant without the written consent of the Holder. No such amendment shall be effective to the extent that it applies to less than all of the holders of the SPA Warrants then outstanding.

10. GOVERNING LAW AND FORUM. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York. The parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts of the State of New York with respect to the interpretation of this Warrant or for the purposes of any action arising out of or related to this Warrant.

11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Purchasers and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall

submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder. The Company shall cause at its expense the investment bank to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the Securities Purchase Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

14. TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by Sections 5.9 and 7.2 of the Securities Purchase Agreement. This Warrant is a “restricted security” as such term is defined in Rule 144 promulgated under the Securities Act and must be held indefinitely unless transferred pursuant to an exemption from registration or qualification under applicable state and federal securities laws.

15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

of such security prior to 4:00 p.m., New York City Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(d) “Common Stock” means (i) the Company’s shares of Common Stock, $0.001 par value, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

(e) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f) “Eligible Market” means the Principal Market, the American Stock Exchange, The New York Stock Exchange, Inc., The NASDAQ Capital Market or The NASDAQ Global Select Market.

(g) “Expiration Date” means the date sixty (60) months after the Issuance Date or, if such date falls on a day other than a Trading Day, the next Trading Day.

(h) “Fundamental Transaction” means (i) the consolidation or merger of the Company with or into another Person in which the Company is not the surviving corporation, or (ii) the sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets of the Company to another Person, or (iii) a purchase, tender or exchange offer that is commenced with the consent of the Company and that is accepted by the holders of more than the 50% of either the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) the consummation of a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,

such stock purchase agreement or other business combination), or (v) the reorganization, recapitalization or reclassification of the Company’s Common Stock.

(i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(k) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(l) “Principal Market” means The NASDAQ Global Market.

(m) “Required Holders” means the holders of the SPA Warrants representing all of the shares of Common Stock underlying the SPA Warrants then outstanding.

(n) “Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into.

(o) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York City Time).

(p) “Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing bases, the Weighted

Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of the such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

	URANIUM RESOURCES, INC.


	By:
		Name:
		Title:

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK

URANIUM RESOURCES, INC.

The undersigned holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of Uranium Resources, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

	a “Cash Exercise” with respect Warrant Shares; and/or

	a “Cashless Exercise” with respect to Warrant Shares.

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.

4. The Undersigned shall deliver a copy of this Exercise Notice to the following:

Uranium Resources, Inc.
405 State highway 121 Bypass
Building A, Suite 110
Lewisville, TX 75067
Attn: Chief Financial Officer

Baker Hostetler LLP
303 East 17^th Avenue
Suite, 1100
Denver, CO 802036
Attn: Mr. Alfred Chidester

Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive South
Suite 430
Denver, CO 80209

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs Corporate Stock Transfer, Denver, Colorado to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated April [ ], 2008 from the Company and acknowledged and agreed to by Corporate Stock Transfer, Denver, Colorado.

	URANIUM RESOURCES, INC.


	By:
		Name:
		Title:

EX-4.2 3 a08-14751_1ex4d2.htm EX-4.2

Exhibit 4.2

Uranium Resources, Inc.

WARRANT TO PURCHASE COMMON STOCK

Warrant No.:
Date of Issuance: May 13, 2008 (“Issuance Date”)

Uranium Resources, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, upon the occurrence of a Trigger Event and subject to the terms set forth below, to purchase from the Company, at the Exercise Price, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below) the number of fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”) free from all liens and charges with respect to the issuance thereof, determined by the Ratchet Formula (as defined below). Any portion of this Warrant remaining unexercised upon the Expiration Date shall terminate and be of no further force or effect. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Ratchet Warrants (as defined in the Securities Purchase Agreement) to purchase Common Stock (the “SPA Ratchet Warrants” issued pursuant to those certain Securities Purchase Agreements, each dated as of May 13, 2008 (the “Subscription Date”), by and among the Company and the purchasers (the “Purchasers”) referred to therein (the “Securities Purchase Agreements”).

1. EXERCISE OF WARRANT.

(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.01.

	Net Number =	[A×B] - [A×C]
		B

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.

C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

(f) Limitations on Exercises.

(i) Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Ratchet Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61^st) day after such notice is delivered to the Company,

and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Ratchet Warrants.

(ii) Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of the SPA Ratchet Warrants, taking into account the exercise of the Warrants issued under the Securities Purchase Agreement and the issuance of the total number of shares issued under the Securities Purchase Agreement, or otherwise without breaching the Company’s obligations under any applicable rules or regulations of any applicable Eligible Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or written opinion is obtained, no Purchaser shall be issued in the aggregate, upon exercise of any SPA Ratchet Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Ratchet Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Ratchet Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s SPA Ratchet Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Ratchet Warrants shall exercise all of such holder’s SPA Ratchet Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Ratchet Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Ratchet Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f)(ii), and promptly following any shareholder vote whereby the Company fails to obtain approval for an increase in authorized shares of Common Stock as contemplated by Section 2(g) below, the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the Weighted Average Price and the Exercise Price as of the date of the attempted exercise.

3. Reserved.

4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(b) Fundamental Transactions.

(i) The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of

the Company under this Warrant and the Securities Purchase Agreement in accordance with the provisions of this Section (4)(b) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of the SPA Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and satisfactory to the Required Holders.

(ii) Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

(vi) The Company shall immediately following the public disclosure of the record date for any shareholder vote relating to a Fundamental Transaction, provide notice of such record date to the Holder.

7. REISSUANCE OF WARRANTS.

(a) Reserved.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,

for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.

(d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder. The Company shall cause at its expense the investment bank to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

14. TRANSFER. This Warrant may not be offered for sale, sold, transferred or assigned without the consent of the Company. This Warrant is a “restricted security” as such term is defined in Rule 144 promulgated under the Securities Act and must be held indefinitely unless transferred pursuant to an exemption from registration or qualification under applicable state and federal securities laws, subject to the consent of the Company.

15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(c) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00 p.m., New York City Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(e) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f) “Eligible Market” means the Principal Market, the American Stock Exchange, The New York Stock Exchange, Inc., The NASDAQ Capital Market or The NASDAQ Global Select Market.

(g) “Expiration Date” means the date that is the earlier of (i) twelve (12) months after the Issuance Date or, if such date falls on a day other than a Trading Day, the next Trading Day or (ii) the date that is ten (10) calendar days after the date upon which the Company consummates the raising of at least $80 million in gross proceeds by sale of shares of the Company’s Common Stock in one or more transactions after the Issuance Date.

(not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) the consummation of a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), or (v) the reorganization, recapitalization or reclassification of the Company’s Common Stock.

(i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(l) “Principal Market” means The NASDAQ Global Market.

(m) “PIPE Purchase Price” means $[ • ].

(n) “PIPE Number of Shares Purchased” mean $[ • ].

(o) “Ratchet Formula” means: the product obtained through subtracting the Trigger Follow On Purchase Price (“B”) from the PIPE Purchase Price (“A”), divided by the Trigger Follow On Purchase Price (“B”); multiplied by the PIPE Number of Shares Purchased (“C”) or, expressed as a formula: ((A-B)/B) x C, rounded up to the next whole number.

(p) “Required Holders” means the holders of the SPA Ratchet Warrants representing all of shares of Common Stock underlying the SPA Ratchet Warrants then outstanding.

(q) “Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into.

(r) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which

the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York City Time).

(s) “Trigger Event” means the sale of shares of Common Stock by the Company after the Issuance Date and prior to the Expiration Date other than (i) by means of the exercise of warrants or options outstanding prior to the Issuance Date, or (ii) pursuant to the exercise of options issued under any of the Company’s employee stock option plans, retirement plans, deferred compensation plans, restricted stock plans, or other equity incentive programs. If an option or warrant outstanding on the Issuance Date is thereafter amended to reduce the exercise price it shall not be considered outstanding as of the Issuance Date. Trigger Event shall also include the issuance by the Company of securities convertible into shares of Common Stock that entitle any Person to acquire shares of Common Stock at a price per share less than the PIPE Purchase Price (“Convertible Securities”).

(t) “Trigger Follow On Purchase Price” means (i) the price per share Common Stock sold by the Company in a transaction that is a Trigger Event and (ii) the price per share of Common Stock at which Convertible Securities may be converted into Common Stock, in each case if the price per share is less than the PIPE Purchase Price.

(u) “Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York City time, and ending at 4:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Weighted Average Price cannot be calculated for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders are unable to agree upon the fair market value of the such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

	URANIUM RESOURCES, INC.


	By:
		Name:
		Title:

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

URANIUM RESOURCES, INC.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

		a “Cash Exercise” with respect Warrant Shares; and/or

		a “Cashless Exercise” with respect to Warrant Shares.

3. Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.

4. The Undersigned shall deliver a copy of this Exercise Notice to the following:

Uranium Resources, Inc.

405 State highway 121 Bypass

Building A, Suite 110

Lewisville, TX 75067

Attn: Chief Financial Officer

Baker Hostetler LLP

303 East 17^th Avenue

Suite, 1100

Denver, CO 802036

Attn: Mr. Alfred Chidester

Corporate Stock Transfer, Inc.

3200 Cherry Creek Drive South Suite 430

Denver, CO 80209

By:
Name:					Name of Registered Holder
Title:
Date:

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs Corporate Stock Transfer, Denver, Colorado to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated May [ ], 2008 from the Company and acknowledged and agreed to by Corporate Stock Transfer, Denver, Colorado.

	URANIUM RESOURCES, INC.


	By:
		Name:
		Title:

EX-10.1 4 a08-14751_1ex10d1.htm EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 13th day of May, 2008, by and between Uranium Resources, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067, and the purchaser whose name and address is set forth on the signature page hereof (the “Purchaser”).

IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows:

SECTION 1. Authorization of Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale of up to 3,456,221 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, that number of warrants to purchase shares of Common Stock (the “Warrants,” each representing the right to purchase one share of Common Stock (the “Warrant Shares”), which is equal to 30% of such number of Shares, and one warrant to purchase the number of shares of Common Stock (the “Ratchet Warrant Shares”) specified in such Warrant (the “Ratchet Warrant,” and together with the Shares and the Warrants, the “Securities”).

SECTION 2. Agreement to Sell and Purchase the Securities. At the Closing (as defined in Section 3), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Securities as shown below such Purchaser’s name on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto.

The Company proposes to enter into this same form of purchase agreement, the terms of which shall be no more favorable to the Other Purchasers than the terms set forth herein, with certain other investors (the “Other Purchasers”), and expects to complete sales of shares of Common Stock and warrants to purchase shares of Common Stock to them. The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the “Purchasers,” and this Agreement and the purchase agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the “Agreements.” The term “Placement Agent” shall mean Oppenheimer & Co. Inc.

SECTION 3. Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities (the “Closing”) shall occur at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104 as soon as practicable and as agreed to by the parties hereto, within three business days following the execution of the Agreements, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”).

At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the purchase price for the Securities being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more

stock certificates and one or more warrant certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Securities set forth on the signature page hereto and bearing an appropriate legend referring to the fact that the Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The Company will, at its expense, promptly substitute one or more replacement certificates without the legend upon the earlier of the date each Registration Statement becomes effective or one year from the Closing Date. The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as part of Appendix I.

The Company’s obligation to complete the purchase and sale of the Securities and deliver such stock certificate(s) and warrant certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased hereunder; (b) completion of the purchases and sales under the Agreements with the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing.

The Purchaser’s obligation to accept delivery of such stock certificate(s) and warrant certificate(s) and to pay for the Securities evidenced thereby shall be subject to the following conditions: (a) each of the representations and warranties of the Company made herein shall be accurate as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Placement Agent; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) receipt by the Purchaser of a copy of a good standing certificate for the Company and each of its Subsidiaries, (e) receipt by the Purchaser of a letter from the Company’s transfer agent certifying as to the number of outstanding shares; (f) the listing, and the filing of any documents required to effectuate such listing, of the Shares and Warrant Shares on the NASDAQ Global Market, and (g) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.

SECTION 4. Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

4.1 Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and the Company is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would not have

a Material Adverse Effect (as defined herein). The Company’s subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”) are listed on Exhibit A to this Agreement. Each Subsidiary is a direct or indirect wholly owned subsidiary of the Company. Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would not have a Material Adverse Effect.

4.2 Reporting Company; Form S-3. The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the Shares for resale by the Purchaser on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has timely filed all reports required thereby. Provided none of the Purchasers is deemed to be an underwriter with respect to any shares, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit or delay the preparation and filing of registration statements on Form S-3 that will be available for the resale of the Shares, Warrant Shares and the Ratchet Warrant Shares by the Purchaser.

4.3 Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth under the heading “Capitalization” in the confidential Private Placement Memorandum dated April 15, 2008 prepared by the Company (including all exhibits, supplements and amendments thereto, the “Private Placement Memorandum”) as of the date set forth therein; the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. The Company does not have outstanding any options to purchase Common Stock other than with respect to options to purchase Common Stock issued pursuant to the Company’s stock option plans and deferred compensation plans in effect on the date hereof, as described in the “Securities Authorized for Issuance Under Equity Compensation Plans” section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007 filed with the U.S. Securities and Exchange Commission on April 10, 2008 (the “2007 Form 10-K/A”). The issuance of the Shares, Warrants and Ratchet Warrants will not trigger the anti-dilution provisions or any obligation to reset the exercise price with respect to any outstanding security and the Company does not have outstanding any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such rights, convertible securities or obligations. With respect to each of the Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned free and clear of any security interests, liens, encumbrances, equities or claims, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible

into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

4.4 Issuance, Sale and Delivery of the Securities. The certificates evidencing the Shares and the Warrants are in due and proper legal form and have been duly authorized for issuance by the Company. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, will be issued free and clear of any security interests, liens, encumbrances, equities or claims, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of the Warrants. The Warrants have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, will be issued free and clear of any security interests, liens, encumbrances, equities or claims, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Warrant Shares and the Ratchet Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable and will be free and clear of any security interests, liens, encumbrances, equities or claims. No preemptive rights or other rights to subscribe for or purchase any shares of Common Stock of the Company exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intention to file the Registration Statements (as hereinafter defined)) to require the Company to register the sale of any capital stock owned by such stockholder under the Registration Statements. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

4.5 Due Execution, Delivery and Performance of the Agreement and the Warrants. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement and the Warrants have been duly authorized, executed and delivered by the Company. This Agreement and the Warrants constitute legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution and performance of this Agreement and the Warrants by the Company and the consummation of the transactions herein contemplated will not violate any provision of the certificate of incorporation or bylaws of the Company or the organizational documents of any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other

instrument to which any of the Company or any Subsidiary is a party or by which any of the Company or any Subsidiary or their respective properties may be bound or affected and in each case that would have a Material Adverse Effect or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement or the Warrants or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Securities. For the purposes of this Agreement the term “Material Adverse Effect” shall mean a material adverse effect on the condition (financial or otherwise), properties, business, prospects or results of operations of the Company or any significant Subsidiary.

4.6 Accountants. Hein & Associates LLP, who has expressed its opinion with respect to the consolidated financial statements contained in the 2007 Form 10-K/A, which is attached as an exhibit to, and made a part of the Private Placement Memorandum and incorporated by reference into the Registration Statements and the Prospectuses (as defined herein) that forms a part thereof, are registered independent public accountants as required by the Securities Act and the rules and regulations promulgated thereunder (the “1933 Act Rules and Regulations”) and by the rules of the Public Accounting Oversight Board.

4.7 No Defaults or Consents. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale by the Company of the Securities) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, except such defaults that individually or in the aggregate would not cause a Material Adverse Effect, or require any consent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which either the Company or its Subsidiaries or any of their properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of its Subsidiaries or violate any provision of the charter or by-laws of the Company or any of its Subsidiaries, except for such consents or waivers which have already been obtained and are in full force and effect.

4.8 Contracts. The material contracts to which the Company is a party have been duly and validly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, enforceable by and against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to enforcement of creditors’ rights generally, and general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities laws and the public policy underlying such laws. No default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due

performance and observance of any term, covenant or condition, by the Company of any material contract to which the Company is a party or by which the Company or its property or business may be bound or affected which default or event, individually or in the aggregate, would have a Material Adverse Effect. To the Company’s knowledge, no default exists, and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by any of the Company’s counterparties to any material contract, which default or event, individually or in the aggregate, would have a Material Adverse Effect.

4.9 No Actions. Except as set forth on Exhibit B, there are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary before or by any court, regulatory body or administrative agency or any other governmental agency or body, domestic, or foreign, which actions, suits or proceedings, individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect, and none of the Company or any Subsidiary is aware of any facts or conditions that could form a reasonable basis for any such action, suit or proceeding; and no labor disturbance by the employees of the Company exists or is imminent, that might reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental agency or body that might have a Material Adverse Effect.

4.10 Properties. The Company and each Subsidiary has good and marketable title to all the properties and assets described as owned by it in the consolidated financial statements included in the Private Placement Memorandum, free and clear of all liens, mortgages, pledges, or encumbrances of any kind except (i) those, if any, reflected in such consolidated financial statements, or (ii) those that are not material in amount and do not adversely affect the use made and proposed to be made of such property by the Company or its Subsidiaries. The Company and each Subsidiary holds its leased properties under valid and binding leases, the Company and any Subsidiary owns or leases all such properties as are necessary to its operations as now conducted.

4.11 No Material Adverse Change. Since December 31, 2007 (i) the Company and its Subsidiaries have not incurred any material liabilities or obligations, indirect, or contingent, or entered into any material agreement or other transaction that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in the future earnings of the Company; (ii) the Company and its Subsidiaries have not sustained any material loss or interference with their businesses or properties from fire, flood, windstorm, accident or other calamity not covered by insurance; (iii) the Company and its Subsidiaries have not paid or declared any dividends or other distributions with respect to their capital stock and none of the Company or any Subsidiary is in default in the payment of principal or interest on any outstanding debt obligations; (iv) there has not been any change in the capital stock of the Company or its Subsidiaries other than the sale of the Securities hereunder and shares or options issued pursuant to employee equity incentive plans or purchase plans approved by the Company’s Board of Directors, or indebtedness material to the Company or its Subsidiaries (other than in the ordinary course of business and any required scheduled payments); and

(v) there has not occurred any event that has caused or could reasonably be expected to cause a Material Adverse Effect.

4.12 Intellectual Property. The Company owns, is licensed or otherwise possesses all rights to use, all patents, patent rights, inventions, know-how (including trade secrets and other unpatented or unpatentable or confidential information, systems, or procedures), trademarks, service marks, trade names, copyrights and other intellectual property rights (collectively, the “Intellectual Property”) necessary for the conduct of its business as described in the Private Placement Memorandum. No claims have been asserted against the Company by any person with respect to the use of any such Intellectual Property or challenging or questioning the validity or effectiveness of any such Intellectual Property.

4.13 Compliance. Except as set forth on Exhibit B, none of the Company or its Subsidiaries has been advised, nor do any of them have any reason to believe, that it is not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, including, without limitation, all applicable local, state and federal environmental, mining and health and safety laws and regulations, except where failure to be so in compliance would not have a Material Adverse Effect.

4.14 Taxes. The Company and each Subsidiary has filed on a timely basis (giving effect to extensions) all required federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and none of the Company or any subsidiary has knowledge of a tax deficiency that has been or might be asserted or threatened against it that could have a Material Adverse Effect. All tax liabilities accrued through the date hereof have been adequately provided for on the books of the Company. There are no tax audits or investigations pending, which, if adversely determined would have a Material Adverse Effect; nor, to the Company’s knowledge, are there any material proposed tax assessments against the Company or any of its Subsidiaries.

4.15 Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the sale and transfer of the Securities to be sold to the Purchaser hereunder will have been, fully paid or provided for by the Company and all laws imposing such taxes will have been fully complied with.

4.16 Investment Company. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Private Placement Memorandum, will not be an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

4.17 Offering Materials. None of the Company, its directors or officers has distributed and will not distribute prior to the Closing Date any offering material, including any “free writing prospectus” (as defined in Rule 405 promulgated under the Securities Act), in connection with the offering and sale of the Securities other than the Private Placement Memorandum or any amendment or supplement thereto. The Company has not in the past nor

will it hereafter take any action independent of the Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company that could result in the initial sale of the Securities not being exempt from the registration requirements of Section 5 of the Securities Act.

4.18 Insurance. The Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes is adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, with such deductibles as are customary for companies in the same or similar business, all of which insurance and fidelity or surety bonds are in full force and effect.

4.19 Additional Information. The information contained in this Agreement and the following documents, which the Placement Agent has furnished to the Purchaser, or will furnish prior to the Closing, as of the dates thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading:

(a) the 2007 Form 10-K/A;

(b) the Company’s Definitive Proxy Statement for Annual Meeting of stockholders held July 12, 2007;

(d) the Company’s proxy statement filed on April 29, 2008;

(e) the draft Registration Statement;

(f) the Private Placement Memorandum dated as of April 15, 2008, as may be amended from time to time, including all addenda and exhibits thereto, other than this Agreement and appendices and exhibits hereto;

(g) the Company’s Quarterly Report on Form 10-Q filed on May 12, 2008; and

(h) all other documents, if any, filed by the Company with the Commission since December 31, 2007, pursuant to the reporting requirements of the Exchange Act; and

The documents incorporated by reference in the Private Placement Memorandum or attached as exhibits thereto, and any further documents so filed and incorporated by reference in the Private Placement Memorandum and all other documents, if any, filed by the Company with the Commission since December 31, 2006, pursuant to the reporting requirements of the

Exchange Act, when such documents became effective or are filed with the Commission, at the time they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder (the “1934 Act Rules and Regulations” and, together with the 1933 Act Rule and Regulations, the “Rules and Regulations”). In the past 12 calendar months, the Company has filed all documents required to be filed by it prior to the date hereof with the Commission pursuant to the reporting requirements of the Exchange Act.

4.20 Price of Common Stock. The Company has not taken, and will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of the Common Stock to facilitate the sale or resale of the Shares, the Warrant Shares or the Ratchet Warrant Shares.

4.21 Use of Proceeds. The Company shall use the proceeds from the sale of the Securities as described under “Use of Proceeds” in the Private Placement Memorandum.

4.22 Non-Public Information. The Company has not disclosed to the Purchaser, whether in the Private Placement Memorandum or otherwise, information that would constitute material non-public information as of the Closing Date other than information included in the Private Placement Memorandum regarding the acquisition of all of the outstanding membership interests of Rio Algom Mining LLC by HRI-RAML Acquisition LLC (“Buyer”), a wholly-owned subsidiary of the Company from Billiton Investment 15 B.V. (“Seller”), pursuant to the Membership Interest Purchase Agreement by and between Buyer and Seller, dated October 12, 2007 (the “Proposed Transaction”) and information relating to the Properties Under Letter of Intent. The Company shall issue a press release, and the Company acknowledges that the Investors will rely on such press release, disclosing such non-public information and the material terms of the transactions contemplated by this Agreement by 8:30 a.m. on the morning of the Business Day immediately following the date hereof.

4.23 Use of Purchaser Name. Except as otherwise required by applicable law or regulation the Company shall not use the Purchaser’s name or the name of any of its affiliates in any advertisement, announcement, press release or other similar public communication unless it has received the prior written consent of the Purchaser for the specific use contemplated which consent shall not be unreasonably withheld.

4.24 Related Party Transactions. No transaction has occurred between or among the Company, on the one hand, and its affiliates, officers or directors on the other hand, that is required to have been described under applicable securities laws in its Exchange Act filings and is not so described in such filings.

4.25 Off-Balance Sheet Arrangements. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect. There are no such transactions, arrangements or other relationships with the Company

that may create contingencies or liabilities that are not otherwise disclosed by the Company in its Exchange Act filings.

4.26 Governmental Permits, Etc. Except as disclosed in the “Environmental Considerations and Permitting” section of the 2007 Form 10-K/A, the Company and each of its Subsidiaries has all requisite corporate power and authority, and all necessary authorizations, approvals, consents, orders, licenses, certificates, registrations and permits of and from, and have made all required declarations and filings with, all governmental or regulatory bodies or any other person or entity, including, without limitation, the Nuclear Regulatory Commission (“NRC”), the Department of Energy (“DOE”) and the Occupational Safety and Health Administration (“OSHA”), the State of Texas Commission on Environmental Quality and any other governmental or regulatory body, person or entity having jurisdiction (including, without limitation, any such body, person or entity having jurisdiction over any mining or milling related activity) and any tribe or nation with respect to Indian Country (as such term is defined in the Private Placement Memorandum), all self-regulatory organizations and all courts and other tribunals (collectively, the “Permits”), to own, lease, license, work, develop, explore and use its assets and properties (including, without limitation, surface and mineral licenses, usage rights and water rights), as applicable, and conduct its business, all of which are valid and in full force and effect, except where the lack of such Permits, individually or in the aggregate, would not have a Material Adverse Effect. The Company and each of its Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to such Permits, including, without limitation, requirements to obtain sufficient financial assurances, pay required fees and/or taxes and otherwise maintain the validity of such Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the Company thereunder. Except as may be required under the Securities Act and state and foreign Blue Sky laws, no other Permits are required to enter into, deliver and perform this Agreement and to issue and sell the Securities.

4.27 Financial Statements. The consolidated financial statements of the Company and the related notes and schedules thereto included in its Exchange Act filings fairly present the financial position, results of operations, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries at the dates and for the periods specified therein. Such financial statements and the related notes and schedules thereto have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise noted therein) and all adjustments necessary for a fair presentation of results for such periods have been made.

4.28 Listing Compliance. The Company is in compliance with the requirements of the NASDAQ Global Market for continued listing of the Common Stock thereon. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on the NASDAQ Global Market, nor has the Company received any notification that the Commission or the NASDAQ Global Market is contemplating terminating such registration or listing. The transactions contemplated by this Agreement will not contravene the rules and regulations of the NASDAQ Global Market. The Company will comply with all requirements of the NASDAQ Global Market with respect to the issuance of the Shares, the Warrant Shares and the Ratchet Warrant Shares and shall cause the Shares, the Warrant Shares

and the Ratchet Warrant Shares and shall cause the Shares, the Warrant Shares and the Ratchet Warrant Shares to be listed on the NASDAQ Global Market and listed on any other exchange on which the Company’s Common Stock is listed on or before the Closing Date.

4.29 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) that are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and the Company’s principal financial officer or persons performing similar functions. The Company is otherwise in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated thereunder.

4.30 Foreign Corrupt Practices. Neither the Company, nor any Subsidiary, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any Subsidiary has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4.31 Employee Relations. Neither the Company nor any Subsidiary is a party to any collective bargaining agreement or employs any member of a union. The Company and each Subsidiary believe that their relations with their employees are good. No executive officer of the Company (as defined in Rule 501(f) promulgated under the Securities Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer’s employment with the Company. No executive officer of the Company is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters.

4.32 ERISA. The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with

respect to termination of, or withdrawal from, any “pension plan”; or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “Pension Plan” for which the Company would have liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

4.33 Environmental Matters.

(a) Except as disclosed in the “Environmental Considerations and Permitting” section of the 2007 Form 10-K/A and Exhibit B attached hereto, (i) each of the Company and each of its Subsidiaries is and have been in compliance in all material respects with all rules, laws, ordinances and regulation relating to the use, handling, treatment, storage, transportation and disposal of toxic or hazardous substances or materials (including, without limitation, any such substance or material designated or showing characteristics of hazard or toxicity or identified as a pollutant or radioactive substance or oil of any kind) or the protection of health, welfare or the environment or natural resources (including, without limitation, all mining or health and safety laws) (“Environmental Laws”) which are applicable to its business; (ii) neither the Company nor its Subsidiaries has received any notice from any governmental authority or third party of an asserted claim, action, fine, penalty, action for injunctive relief or contribution, action for violation or matter concerning compliance or nuisance or any harm to health or the environment or for damage to natural resources or to persons or property, under Environmental Laws; (iii) each of the Company and each of its Subsidiaries has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and is in compliance with all terms and conditions of any such permit, license or approval; (iv) to the Company’s knowledge, no facts currently exist that will require the Company or any of its Subsidiaries to make future material capital expenditures to comply with Environmental Laws; (v) no property which is or has been owned, leased, used, operated or occupied by the Company or its Subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.), or otherwise designated as a contaminated site under applicable state or local law; (vi) to the best of its knowledge, none of the Company or any Subsidiary has acted in any way or caused any other person or entity to act in any way or by arrangement or contract so as to be potentially responsible or liable for any material claim, action, fine, penalty, action for injunctive relief or contribution for any nuisance or harm to health or the environment or for damage to natural resources or to persons or property; and (vii) none of the Company or any Subsidiary has transported, treated or disposed of or arranged for the transportation, treatment or disposal of any hazardous or toxic substances or materials to any location which (x) is or was listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state or local list of sites requiring investigation or remedial action under any Environmental Law, or (y) is currently or has been the subject of any remedial action or any litigation, judgment, lien or enforcement action regarding any actual or alleged release of any hazardous or toxic substance. Neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party” under the CERCLA 1980.

(b) Except as disclosed in the “Environmental Considerations and Permitting” section of the 2007 Form 10-K/A and Exhibit B attached hereto (i) there has not

been, and there is not now any material or reportable emission, spill, seepage, damage, release or discharge into or upon the air, soil or improvements located thereon, surface water or ground water of any toxic or hazardous substances, pollutants, contaminants, solid waste or hazardous waste, which has given rise to or could reasonably be expected to give rise to liability under any Environmental Law, and (ii) the Company has no knowledge of any costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that would, after taking into account existing indemnities from the DOE and after giving effect to the Privatization Act, Chapter 1, Title 3 of Public Law 104-134, and the Energy Policy Act of 1992, Public Law 102-486, individually or in the aggregate, have a Material Adverse Effect.

(c) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the course of which the Company identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for the ability to operate and use appropriate technology or techniques, clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect.

4.34 Integration; Other Issuances of Securities. Neither the Company nor its Subsidiaries or any affiliates, nor any Person acting on its or their behalf, has issued any shares of Common Stock or shares of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock which would be integrated with the sale of the Securities to such Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated, nor will the Company or its subsidiaries or affiliates take any action or steps that would require registration of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with other offerings. Assuming the accuracy of the representations and warranties of Purchasers, the offer and sale of the Securities by the Company to the Purchasers pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

4.35 Disclosure Control. The Company has disclosure controls and procedures (as defined in Rules 13a14 and 15d14 under the Exchange Act) that are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and the Company’s principal financial officer or persons performing similar functions. The Company is otherwise in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated thereunder.

4.36 Shell Company Status. The Company has never been an issuer subject to Rule 144(i) under the Securities Act.

4.37 U.S. Real Property Holding Corporation. The Company is not, nor has it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

4.38 Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchasers have been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock unless represented otherwise by a Purchaser herein, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of this Agreement. “Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

4.39 Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the Warrants, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

4.40 Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and currently planned capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its

assets, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.

4.41 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the Warrants, and as set forth in Section 4.22, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.42 Equal Treatment of Purchasers. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement or the Warrants unless the same consideration is also offered to all of the parties to the this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.43 Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise and the Warrant Shares issued are eligible for immediate resale under Rule 144, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statements (or any subsequent registration statements registering the Warrant Shares) are not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statements are not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares. Upon a cashless exercise of the Warrants, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant if such tacking is allowed by the rules and interpretations of the Commission at such time.

SECTION 5. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to, and covenants with, the Company that:

5.1 Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and comparable entities, has the ability to bear the economic risks of an investment in the Securities

and has had the opportunity to review the Private Placement Memorandum and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Securities; (ii) the Purchaser is acquiring the number of Securities set forth on the signature page hereto in the ordinary course of its business and for its own account and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser’s right to sell pursuant to the Registration Statements or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this representation and warranty, the Purchaser’s right to indemnification under Section 7.3); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities, nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations, any applicable state securities laws; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Appendix I, for use in preparation of the Registration Statements, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of each Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Securities set forth on the signature page hereto, relied solely upon the Private Placement Memorandum and the representations and warranties of the Company contained herein; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them; and (vii) the Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

5.2 Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

5.3 Confidentiality. For the benefit of the Company, the Purchaser previously agreed with the Placement Agent to keep confidential all information concerning this private placement and the Proposed Transaction. The Purchaser understands that the information contained in the Private Placement Memorandum is strictly confidential and proprietary to the Company and has been prepared from the Company’s publicly available documents and other information and is being submitted to the Purchaser solely for such Purchaser’s confidential use. The Purchaser agrees to use the information contained in the Private Placement Memorandum for the sole purpose of evaluating a possible investment in the Securities and the Purchaser acknowledges that it is prohibited from reproducing or distributing the Private Placement Memorandum, this Agreement, or any other offering materials or other information provided by the Company in connection with the Purchaser’s consideration of its investment in the Company, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Securities. Further, the Purchaser understands that the existence and nature of all conversations and

presentations, if any, regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that applicable securities laws impose restrictions on trading based on information regarding this offering. In addition, the Purchaser hereby acknowledges that unauthorized disclosure of information regarding this offering may result in a violation of Regulation FD and other applicable securities laws. This obligation will terminate upon the filing by the Company of a press release or press releases describing this offering. In addition to the above, the Purchaser shall maintain in confidence the receipt and content of any notice of a Suspension (as defined in Section 5.9 below). The foregoing agreements shall not apply to any information that is or becomes publicly available through no fault of the Purchaser, or that the Purchaser is legally required to disclose; provided, however, that if the Purchaser is requested or ordered to disclose any such information pursuant to any court or other government order or any other applicable legal procedure, it shall, to the extent legally permissible, provide the Company with prompt notice of any such request or order in time sufficient to enable the Company to seek an appropriate protective order.

5.4 Investment Decision. The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

5.5 Risk of Loss. The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities, including, but not limited to, those set forth under the caption “Risk Factors” in the Private Placement Memorandum. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock. Notwithstanding the foregoing, nothing in this Section 5.5 shall modify the representations and warranties of the Company set forth in Article 4 of this Agreement.

5.6 Legend. The Purchaser understands that, until such time as the applicable Registration Statement has been declared effective or the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities, the Warrant Shares and the Ratchet Warrant Shares will bear a restrictive legend in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE

SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, OTHER THAN PURSUANT TO RULE 144, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

If the Company shall fail for any reason or for no reason to issue to the holder of the Securities upon a proper request by such holder, which request shall include the delivery of the Securities to the Company’s transfer agent and notification of such request to both the Company and the Company’s transfer agent, within three (3) Business Days after receipt of such request, a certificate without such legend to the holder or to issue such Securities to such holder by electronic delivery at the applicable balance account at DTC, and if after such third Business Day the holder purchases (in an open market transaction or otherwise) shares of the Company’s common stock to deliver in satisfaction of a sale by the holder of such Securities that the holder anticipated receiving without legend from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days, and at the holder’s request and in the Company’s discretion, either (i) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions, if any) for the shares of the Company’s common stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Securities as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of common stock, times (B) the weighted average price of such common stock on the date of exercise.

5.7 [Reserved].

5.8 Residency. The Purchaser’s principal executive offices are in the jurisdiction set forth immediately below the Purchaser’s name on the signature pages hereto.

5.9 Public Sale or Distribution. (a) The Purchaser hereby covenants with the Company not to make any sale of the Securities (including any Warrant Shares and any Ratchet Warrant Shares) under the Registration Statements without complying with the provisions of this Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule). The Purchaser acknowledges that there may occasionally be times when the Company must suspend (i) the use of the prospectus (the “Share/Warrant Prospectus”) forming a part of the Share/Warrant Registration Statement (the “Share/Warrant Prospectus Suspension”) until such time as an amendment to the Share/Warrant Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act, and (ii) the use of the prospectus (the “Ratchet Prospectus”), forming a part of the Ratchet Registration Statement (the “Ratchet Prospectus

Suspension”) until such time as an amendment to the Ratchet Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. The Ratchet Prospectus and Share/Warrant Prospectus, each referred to individually as a “Prospectus” and collectively as the “Prospectuses.” The Ratchet Prospectus Suspension and the Share/Warrant Suspension, each referred to individually as a “Suspension” and collectively as the “Suspensions.”

Without the Company’s prior written consent, which consent shall not unreasonably be withheld or delayed, the Purchaser shall not use any written materials to offer the Securities (including any Warrant Shares and any Ratchet Warrant Shares) for resale other than the Prospectuses, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. The Purchaser covenants that it will not sell any Securities (including any Warrant Shares and any Ratchet Warrant Shares) pursuant to either Prospectus during the period commencing at the time when Company gives the Purchaser written notice of the suspension of the use of said Prospectus and ending at the time when the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Company agrees that no Suspension shall be for a period of longer than 10 consecutive days, and no Suspension shall be for a period longer than 20 days in the aggregate in any 365 day period.

5.10 Organization; Validity; Enforcements. The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the execution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or the enforcement of creditor’s rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including, but not limited to, the indemnification provisions set forth in Section 7.3 of this Agreement, may be limited by federal or state securities laws or the public policy underlying such laws and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement.

SECTION 6. Survival of Agreements; Survival of Company Representations and Warranties. Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants and agreements made by the Company and the Purchaser herein and in the certificates for the Securities (including the Warrant Shares and the Ratchet Warrant Shares) delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser of the Securities being purchased and the payment therefor. All representations and warranties, made by the Company and the Purchaser herein and in the certificates for the Securities delivered pursuant hereto shall survive for a period of three years following the later of the execution of this Agreement, the delivery to the Purchaser of the Securities being purchased and the payment therefor.

SECTION 7. Registration of the Securities; Compliance with the Securities Act.

7.1 Registration Procedures and Expenses. The Company shall:

(a) as soon as practicable, but in no event later than ten days following (i) the Closing Date (the “Share/Warrant Filing Deadline”), prepare and file with the Commission a registration statement on Form S-3 relating to the resale of the Shares and the Warrant Shares (the “Share/Warrant Registration Statement”), and (ii) a Triggering Event, as defined in the Ratchet Warrants, (the “Ratchet Filing Deadline”), a registration statement on Form S-3 relating to the resale of the Ratchet Warrant Shares (the “Ratchet Registration Statement”), by the Purchaser and the Other Purchasers from time to time on the NASDAQ Global Market, or the facilities of any national securities exchange on which the Common Stock is then traded or in privately-negotiated transactions. The Ratchet Filing Deadline and Share/Warrant Filing Deadline are each referred to individually as a “Filing Deadline” and collectively as the “Filing Deadlines.” The Ratchet Registration Statement and Share/Warrant Registration Statement are each referred to individually as a “Registration Statement” and collectively as the “Registration Statements.” The Shares, Warrant Shares and Ratchet Warrant Shares, together with any capital stock of the Company issued or issuable, with respect to the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on exercises of the Warrants, the “Registrable Securities”);

(b) use its best efforts, subject to receipt of necessary information from the Purchasers, to cause the Commission to (i) declare the Share/Warrant Registration Statement effective within 90 days or, if the Share/Warrant Registration Statement is selected for review by the Commission, 120 days after the Closing Date, and (ii) declare the Ratchet Registration Statement effective within 90 days or, if the Ratchet Registration Statement is selected for review by the Commission, 120 days after a Triggering Event (each, an “Effective Deadline”);

(c) promptly prepare and file with the Commission such amendments and supplements to the Registration Statements and the prospectus used in connection therewith as may be necessary to keep such Registration Statements effective until the earliest of (i) one year from the expiration date of the Warrants, or (ii) such time as the Registrable Securities become eligible for resale by each of the Purchasers without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect;

provided that, for the avoidance of doubt, in no event shall the Company have any obligation to keep such Registration Statements effective after such time as all of the Registrable Securities have been sold pursuant to the Registration Statements or Rule 144;

(d) furnish to the Purchaser with respect to the Registrable Securities registered under the Registration Statements (and to each underwriter, if any, of such shares) such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Purchaser;

(e) file documents required of the Company for normal Blue Sky clearance in states specified in writing by the Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

(f) bear all expenses in connection with the procedures in paragraphs (a) through (e) of this Section 7.1 and the registration of the Registrable Securities pursuant to the Registration Statements, other than fees and expenses, if any, of counsel or other advisers to the Purchaser or the Other Purchasers or underwriting discounts, brokerage fees and commissions incurred by the Purchaser or the Other Purchasers, if any in connection with the offering of the Registrable Securities pursuant to the Registration Statements;

(g) file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Purchaser promptly after filing; and

(h) in order to enable the Purchasers to sell the Registrable Securities under Rule 144 to the Securities Act, until the earliest of (i) one year from the expiration date of the Warrants, or (ii) such time as the Registrable Securities become eligible for resale by each of the Purchasers without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect, use its commercially reasonable efforts to comply with the requirements of Rule 144, including without limitation, use its commercially reasonable efforts to comply with the requirements of Rule 144(c)(1) with respect to public information about the Company and to timely file all reports required to be filed by the Company under the Exchange Act, regardless of whether the Company is required to file any such reports under the Exchange Act.

The Company understands that the Purchaser disclaims being an underwriter, but the Purchaser being deemed an underwriter shall not relieve the Company of any obligations it has hereunder. A draft of the proposed form of the questionnaire related to the Registration Statements to be completed by the Purchaser is attached hereto as Appendix I.

7.2 Transfer of Securities After Registration. The Purchaser agrees that it will not effect any disposition of the Securities (including any Warrant Shares and any Ratchet Warrant Shares) or its right to purchase the Securities (including any Warrant Shares and any Ratchet Warrant Shares) that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities laws, except as contemplated in the Registration Statements referred to in Section 7.1 or as otherwise permitted by law.

7.3 Indemnification. For the purpose of this Section 7.3:

(i) the term “Purchaser/Affiliate” shall mean any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

(ii) the term “Registration Statement” shall include any preliminary prospectus, final prospectus, free writing prospectus, exhibit, supplement or amendment included in or relating to, and any document incorporated by reference in, the Registration Statements referred to in Section 7.1.

(a) The Company agrees to indemnify and hold harmless the Purchaser and each Purchaser/Affiliate, against any losses, claims (including any third-party claims), damages, liabilities or expenses, joint or several, to which the Purchaser or Purchaser/Affiliates may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of a Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rules 430B, 430C or 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of a Registration Statement at the time of effectiveness if no Rule 424(b) filing is required or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in a Registration Statement or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto not misleading in light of the circumstances under which they were made, or arise out of or are based in whole or in part on any breach of, or inaccuracy in, the representations, warranties, and covenants of the Company contained in this Agreement, or any failure of the Company to perform its obligations hereunder or under law, and will promptly reimburse each Purchaser and each Purchaser/Affiliate for any legal and other expenses as such expenses are reasonably incurred by such Purchaser or such Purchaser/Affiliate in connection with investigating, defending or preparing to defend, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable for amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or any amendment or supplement thereto in reliance upon and in

conformity with written information furnished to the Company by or on behalf of the Purchaser expressly for use therein, or (ii) the failure of such Purchaser to comply with the covenants and agreements contained in Sections 5.9 or 7.2 hereof respecting the sale of the Securities or (iii) the inaccuracy of any representation or warranty made by such Purchaser herein or (iv) any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Purchaser prior to the pertinent sale or sales by the Purchaser.

(b) Each Purchaser will severally, but not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who signed a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of such Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure to comply with the covenants and agreements contained in Sections 5.9 or 7.2 hereof respecting the sale of the Securities or (ii) the inaccuracy of any representation or warranty made by such Purchaser herein or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statements, the Prospectuses, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in each Registration Statement or any amendment or supplement thereto not misleading or in the Prospectuses or any amendment or supplement thereto not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statements, the Prospectuses, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser expressly for use therein; and will reimburse the Company, each of its directors, each of its officers who signed the Registration Statements or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statements or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that each Purchaser’s aggregate liability under this Section 7 shall not exceed the amount of proceeds received by such Purchaser on the sale of the Shares, the Warrant Shares and the Ratchet Warrant Shares pursuant to the Registration Statements.

(c) Promptly after receipt by an indemnified party under this Section 7.3 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3 promptly notify the indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an

indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and the indemnifying party and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party shall not be liable for any settlement of any action without its written consent. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) If the indemnification provided for in this Section 7.3 is required by its terms but is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party under paragraphs (a), (b) or (c) of this Section 7.3 in respect to any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any losses, claims, damages, liabilities or expenses referred to herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Purchaser from the private placement of Securities hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but the relative fault of the Company and the Purchaser in connection with the statements or omissions or inaccuracies in the representations and warranties in this Agreement and/or the Registration Statements that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each

Purchaser on the other shall be deemed to be in the same proportion as the amount paid by such Purchaser to the Company pursuant to this Agreement for the Securities purchased by such Purchaser that were sold pursuant to the Registration Statements bears to the difference (the “Difference”) between the amount such Purchaser paid for the Shares, the Warrant Shares and the Ratchet Warrant Shares that were sold pursuant to each Registration Statement and the amount received by such Purchaser from such sale. The relative fault of the Company on the one hand and each Purchaser on the other shall be determined by reference to, among other things, whether the untrue or alleged statement of a material fact or the omission or alleged omission to state a material fact or the inaccurate or the alleged inaccurate representation and/or warranty relates to information supplied by the Company or by such Purchaser and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in paragraph (c) of this Section 7.3, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in paragraph (c) of this Section 7.3 with respect to the notice of the threat or commencement of any threat or action shall apply if a claim for contribution is to be made under this paragraph (d); provided, however, that no additional notice shall be required with respect to any threat or action for which notice has been given under paragraph (c) for purposes of indemnification. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7.3 were determined solely by pro rata allocation (even if the Purchaser were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding the provisions of this Section 7.3, no Purchaser shall be required to contribute any amount in excess of the amount by which the Difference exceeds the amount of any damages that such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Purchasers’ obligations to contribute pursuant to this Section 7.3 are several and not joint.

7.4 [Reserved].

7.5 Information Available. The Company, upon the reasonable request of the Purchaser, shall make available for inspection by each Purchaser, any underwriter participating in any disposition pursuant to the Registration Statements and any attorney, accountant or other agent retained by the Purchaser or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, employees and independent accountants to supply all information reasonably requested by the Purchaser or any such underwriter, attorney, accountant or agent in connection with the Registration Statements.

7.6 Delay in Filing or Effectiveness of a Registration Statement If a Registration Statement is not filed by the Company with the Commission on or prior to the applicable Filing Deadline, then for each day following the applicable Filing Deadline, until but excluding the date a Registration Statement is filed, or if a Registration Statement is not declared effective by the Commission by the applicable Effective Deadline, then for each day following

the applicable Effective Deadline, until but excluding the date the Commission declares such Registration Statement effective, the Company shall, for each such day, pay the Purchaser with respect to any such failure, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period less than 30 days) of the purchase price paid by such Purchaser for its Securities pursuant to this Agreement; and for any such 30-day period, such payment shall be made no later than three business days following such 30-day period. If the Purchaser shall be prohibited from selling Shares, the Warrant Shares or the Ratchet Warrant Shares under a Registration Statement as a result of a Suspension of more than twenty (20) days or Suspensions on more than two (2) occasions of not more than twenty (20) days each in any 12-month period, then for each day on which a Suspension is in effect that exceeds the maximum allowed period for a Suspension or Suspensions, but not including any day on which a Suspension is lifted, the Company shall pay the Purchaser, as liquidated damages and not as a penalty, an amount per 30-day period equal to 1.0% (prorated for a period less than 30 days) of the purchase price paid by such Purchaser for its Securities pursuant to this Agreement for each such day, and such payment shall be made no later than the first business day of the calendar month next succeeding the month in which such day occurs. For purposes of this Section 7.6, a Suspension shall be deemed lifted on the date that notice that the Suspension has been lifted is delivered to the Purchaser pursuant to Section 5(h) of this Agreement. Any payments made pursuant to this Section 7.6 shall not constitute the Purchaser’s exclusive remedy for such events. Notwithstanding the foregoing provisions, in no event shall the Company be obligated to pay any liquidated damages pursuant to this Section 7.6 (i) to more than one Purchaser in respect of the same Securities for the same period of time, or (ii) in an aggregate amount that exceeds 10% of the purchase price paid by the Purchasers for the Securities pursuant to this Agreement. Such payments shall be made to the Purchasers in cash.

SECTION 8. Broker’s Fee. The Purchaser acknowledges that the Company intends to pay to the Placement Agent a fee in respect of the sale of the Securities to the Purchaser. The Purchaser and the Company agree that the Purchaser shall not be responsible for such fee and that the Company will indemnify and hold harmless the Purchaser and each Purchaser/Affiliate against any losses, claims, damages, liabilities or expenses, joint or several, to which such Purchaser or Purchaser/Affiliate may become subject with respect to such fee. Each of the parties hereto represents that, on the basis of any actions and agreements by it, there are no other brokers or finders entitled to compensation in connection with the sale of the Securities to the Purchaser.

SECTION 9. Independent Nature of Purchasers’ Obligations and Rights. The obligations of the Purchaser under this Agreement are several and not joint with the obligations of any Other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any Other Purchaser under the Agreements. The decision of each Purchaser to purchase the Securities pursuant to the Agreements has been made by such Purchaser independently of any Other Purchaser. Nothing contained in the Agreements, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Agreements. Each Purchaser acknowledges that no Other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Other Purchaser will be acting as agent of such Purchaser in connection

with monitoring its investment in the Securities or enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any Other Purchaser to be joined as an additional party in any proceeding for such purpose.

SECTION 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, e-mail, confirmed facsimile or nationally recognized overnight express courier postage prepaid, and shall be deemed given when so mailed and shall be delivered as addressed as follows:

Uranium Resources, Inc.
405 State Highway 121 Bypass
Building A, Suite 110
Lewisville, Texas 75067
Attention: Thomas H. Ehrlich,
Vice President and CFO
Facsimile: (972) 219-3311
E-mail: thehrlich@uraniumresources.com

with a copy to:

Baker & Hostetler LLP
303 East 17th Avenue, Suite 1100
Denver, Colorado 80203
Attention: Alfred C. Chidester
Facsimile: (303) 861-7805
E-mail: achidester@bakerlaw.com

or to such other person at such other place as the Company shall designate to the Purchaser in writing; and

Name of Registered Holder

SECTION 11. Termination. This Agreement may be terminated prior to the Closing by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before May 22, 2008; provided, however, that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

SECTION 12. Rescission and Withdrawal Right. Whenever any Purchaser exercises a right, election, demand or option under this Agreement or the Warrants and the Company does not timely perform its related obligations within the periods therein provided,

then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon reasonable prior written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Warrant, the Purchaser shall be required to return any shares of Common Stock delivered in connection with any such rescinded exercise notice.

SECTION 13. Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

SECTION 14. Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under this Agreement and the Warrants is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

SECTION 15. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

SECTION 16. WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

SECTION 17. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding, each future holder of all such securities, and the Company.

SECTION 18. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

SECTION 19. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and

enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

SECTION 20. Governing Law; Venue. This Agreement is to be construed in accordance with and governed by the federal law of the United States of America and the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. Each of the Company and the Purchaser submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Company and the Purchaser irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

SECTION 21. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. Facsimile signatures shall be deemed original signatures.

SECTION 22. Entire Agreement. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

SECTION 23. Fees and Expenses. Except as set forth herein, each of the Company and the Purchaser shall pay its respective fees and expenses related to the transactions contemplated by this Agreement.

SECTION 24. Parties. This Agreement is made solely for the benefit of and is binding upon the Purchaser and the Company and to the extent provided in Section 7.3, any person controlling the Company or the Purchaser, the officers and directors of the Company, and their respective executors, administrators, successors and assigns and subject to the provisions of Section 7.3, no other person shall acquire or have any right under or by virtue of this Agreement. The term “successor and assigns” shall not include any subsequent purchaser, as such purchaser, of the Securities sold to the Purchaser pursuant to this Agreement.

SECTION 25. Further Assurances. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurance as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

	URANIUM RESOURCES, INC.

	By:
		Name:
		Title:

INVESTOR SIGNATURE PAGE

	Print or Type:



		Name of Purchaser
		(Individual or Institution)


		Jurisdiction of Purchaser’s Executive Offices



		Name of Individual representing
		Purchaser (if an Institution)



		Title of Individual representing
		Purchaser (if an Institution)

Signature by:

		Individual Purchaser or Individual
		representing Purchaser:





	Address:

	Telephone:

	Facsimile:
	E-mail:

Number of Shares to	Number of Warrants
Be	to Be	Price Per Unit In	Aggregate
Purchased	Purchased	Dollars	Price
		$	$

EXHIBIT A

Name of Subsidiary		State or Other Jurisdiction of Incorporation/Organization

URI, Inc.		Delaware
Hydro Resources, Inc. dba HRI, Inc.		Delaware
URI Minerals, Inc.		Delaware
Hydro Restoration Corporation		Delaware
Belt Line Resources, Inc.		Texas
Uranco, Inc.		Delaware
HRI Churchrock, Inc.		Delaware
Churchrock Venture, LLC		Delaware

EXHIBIT B

LEGAL PROCEEDINGS

New Mexico Radioactive Material License

In the State of New Mexico, uranium recovery by ISR technology requires a radioactive material (uranium recovery) license issued by the United States Nuclear Regulatory Commission (the “NRC” or the “Commission”). We applied for one license covering the properties located in both the Church Rock and Crownpoint districts collectively known as the Crownpoint Uranium Project (CUP). The Commission issued a radioactive material (uranium recovery) license for the CUP in January 1998 that allowed licensed ISR operations to begin in the Church Rock district. In mid-1998, the Commission determined that certain interested stakeholders who requested an NRC administrative hearing had standing to raise certain objections to the license. A panel of Administrative Law Judges (NRC’s Atomic Safety and Licensing Board (hereinafter “Licensing Board”)) conducted a hearing during 1999. The Licensing Board upheld the Church Rock Section 8 portion of the NRC license and granted our request to defer any dispute on the remaining CUP properties until we make a decision whether to mine these other properties.

The Licensing Board’s ruling was then appealed to the full Commission. On January 31, 2000, the Commission issued an order concurring with the technical, substantive, and legal findings of the Licensing Board, but the Commission also determined that we were required to submit restoration action plans for each CUP project site and that we must proceed with the hearing process for the other New Mexico properties beyond Church Rock Section 8. Subsequently, the administrative hearing was held in abeyance until 2004, pursuant to NRC-supervised settlement negotiations between the parties.

In February 2004, the Licensing Board issued an order, which concluded that we must make three specific changes to our submitted restoration action plan for Church Rock Section 8 in order to commence mining operations at Church Rock Section 8. The Commission accepted our petition for review on two of the three issues and subsequently overruled the Licensing Board on these issues. Then, the parties agreed to truncate the number and scope of the issues remaining for consideration at the remaining three CUP project sites. Since then, the Licensing Board and the full Commission has endorsed our license and its requirements for the CUP.

In summary, all contested issues regarding the CUP were decided by the Licensing Board in our favor, with a few minor amendments, and affirmed on appeal by the full Commission. Intervenors have appealed the Commission’s final approved action to the United States Court of Appeals for the Tenth Circuit. We have intervened on behalf of NRC to defend the license. All required legal briefs have been filed by all parties in this proceeding and oral argument is expected to be scheduled in mid-2008.

New Mexico UIC Permit

The State of New Mexico, the USEPA, and the Navajo Nation are engaged in a jurisdictional dispute as to which regulatory entity (i.e., USEPA or the State of New Mexico) has the authority to issue Underground Injection Control (“UIC”) program permits, which are required to mine the Church Rock Section 8 property. The dispute was taken to the United States Court of Appeals for the Tenth Circuit, which, in January 2000, remanded to the USEPA the issue whether the Section 8 Church Rock property was Indian Country. In February 2007, the USEPA issued a decision finding that the Church Rock Section 8 property is Indian country and that the USEPA is the proper authority to issue the UIC permit. We have appealed that decision to the United States Court of Appeals for the Tenth Circuit. The decision can be accessed at the USEPA Region 9 website at http://www.epa.gov/region09/water/groundwater/permit-determination.html. All required legal briefs have been filed in this proceeding and we are waiting for the Court to schedule oral argument.

Bonding for Texas Groundwater Restoration Obligations

In March, 2004, the Company entered into the Groundwater Restoration Performance Agreement (GRPA), with the Texas Department of Health (“TDH”), later renamed the Texas Department of State Health Services (“DSHS”), the Texas Commission on Environmental Quality (TCEQ) and United States Fidelity and Guaranty Insurance Company as a means of funding the Company’s ongoing groundwater restoration at the Kingsville Dome and Rosita mine sites at specified treatment rates, utilizing a portion of the Company’s cash flow from sales of uranium from the Vasquez site as a substitute for additional bonding. Although Kleberg County and an ad hoc

citizen group brought suit in April, 2004 to challenge the GRPA, Kleberg County settled with the Company and withdrew its support and funding of the suit in December, 2004. In June, 2007, DSHS’ regulatory authority over uranium recovery operations, including its oversight of groundwater restoration bonds posted for uranium mining operations was transferred to TCEQ; and, on August 31, 2007, the GRPA expired according to its terms. The citizen group has taken no further action to pursue the suit.

Dispute over Kleberg County Settlement Agreement

In February, 2007, Kleberg County, Texas advised the Company that the County had retained counsel to investigate its remedies, including injunctive relief against new uranium mining at the Company’s Kingsville Dome mine site. The dispute relates to differing interpretations of the Company’s December, 2004 settlement agreement with Kleberg County as to the level of groundwater restoration the Company agreed to achieve in Kingsville Dome production areas 1 and 2. Seeking to resolve these issues amicably, the Company elected to defer briefly the startup of production at the new wellfield. When the negotiations failed, the Company notified the County of its intent to begin new production. The Company believes it is in full compliance and engaged in a mediation of this dispute. On September 28, 2007, after negotiations had stalled, the Company filed suit against the County for declaratory relief interpreting the Settlement Agreement. The County answered the suit with a general denial but has not asserted a counterclaim for relief against the Company. Neither party has pressed the matter further; and the Company does not anticipate this dispute will interfere with its mining at Kingsville Dome.

Kingsville Dome Production Disposal Well Permit renewals and Production Area Authorization 3

After an August, 2005 hearing, the Texas Commission on Environmental Quality (“TCEQ”) voted unanimously February 22, 2006 to renew the Company’s disposal well permits, WDW-247 and WDW-248, and to issue Kingsville Dome Production Area Authorization 3 (“PAA 3”). A citizens group and a Ms. Garcia filed for judicial review of the TCEQ action. The Texas Attorney General answered in defense of TCEQ; and, the Company has intervened to defend the TCEQ. The two cases have been consolidated; a judge has been assigned; and, in June, 2007, the TCEQ submitted its administrative record for review.

In June, 2007 an attorney claiming to have been newly engaged by a plaintiff, Ms. Garcia, notified all parties that Garcia wished to withdraw from the litigation and requested that no further action be taken and her action was dismissed. On June 27, 2007, Garcia’s original counsel moved to appoint a guardian or representative for Ms. Garcia. The Company challenged the sufficiency of the request for appointment of a guardian or representative for Ms. Garcia; and Ms. Garcia’s original counsel set his motion for hearing in August, 2007. Before the hearing date, original counsel for Ms. Garcia, tentatively rescheduled the hearing for October 24, 2007 and then canceled that hearing date. No further action on the matter has been scheduled.

The permits and production area authorization issued by TCEQ remain effective until and unless overturned by a reviewing Court; and, the Company believes the TCEQ action issuing the permits and production area authorization is well-founded and will be affirmed when considered on the merits.

Navajo EPA letter and UNC Demand for Indemnity

By letter dated January 23, 2008, the Navajo Nation Environmental Protection Agency (NNEPA) sent a document dated September 2007 titled “Radiological Scoping Survey Summary Report For The Old Church Rock Mine Site” (Survey Report) to Hydro Resources Inc (HRI) and United Nuclear Corporation and General Electric (UNC/GE). The Survey Report was reportedly prepared in response to a claim by NNEPA against HRI and UNC/GE for potential liability for uranium contaminated materials present on HRI’s Church Rock Mine Site. NNEPA requested HRI and UNC/GE to undertake a “comprehensive and detailed characterization” of HRI’s Church Rock Mine Site and adjacent lease areas, as recommended in the Survey Report.

By letter dated January 29, 2008, UNC and GE, pursuant to a certain Supplemental Purchase Agreement and Guarantee, demanded that HRI and Uranium Resources Inc (URI) defend and indemnify it for all loss, cost, expense, liabilities and obligations that have been or will be incurred or sustained by GE and UNC with respect to the request asserted by NNEPA.

The scope and potential cost of complying with the request asserted by NNEPA are presently unknown. HRI and URI have requested supplemental information from NNEPA and are evaluating the basis for the demand asserted by UNC/GE.

Other

On July 13, 2007, Juan Gonzalez, an employee of a drilling contractor engaged by the Company, was killed when the drill rig on which he was making repairs backed over him. His heirs have filed claims against the drilling company and us. Our insurance carrier is defending the matter on our behalf. We believe we have meritorious defenses to the claims and that, in any event, we have adequate insurance to cover the matter.

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

APPENDIX I

SUMMARY INSTRUCTION SHEET FOR PURCHASER

(to be read in conjunction with the entire
Purchase Agreement which follows)

A. Complete the following items on BOTH Purchase Agreements (Sign two originals):

1. Signature Page:

(i) Name of Purchaser (Individual or Institution)

(ii) Name of Individual representing Purchaser (if an Institution)

(iii) Title of Individual representing Purchaser (if an Institution)

(iv) Signature of Individual Purchaser or Individual representing Purchaser

2. Appendix I - Securities Certificate Questionnaire/Registration Statement Questionnaire:

Provide the information requested by the Securities Certificate Questionnaire and the Registration Statement Questionnaire.

3. Return BOTH properly completed and signed Purchase Agreements including the properly completed Appendix I to (initially by facsimile with original by overnight delivery):

	Oppenheimer & Co. Inc.
	125 Broad Street
	New York, NY 10004
	Attention: Jessica Cracolici
	Facsimile: (212) 667-6141

B. Instructions regarding the transfer of funds for the purchase of Securities will be sent by facsimile to the Purchaser by the Placement Agent at a later date.

C. Upon the resale of the Shares, the Warrant Shares or the Ratchet Warrant Shares by the Purchasers after the Registration Statements covering the Shares, the Warrant Shares and the Ratchet Warrant Shares are effective, as described in the Purchase Agreement, the Purchaser:

(i) must deliver a current prospectus of the Company to the buyer (prospectuses must be obtained from the Company at the Purchaser’s request); and

(ii) must send a letter to the Company so that the Shares, the Warrant Shares and the Ratchet Warrant Shares may be properly transferred.

Appendix I

(Page 1 of 4)

Uranium Resources, Inc.

SECURITIES CERTIFICATE QUESTIONNAIRE

Pursuant to Section 3 of the Agreement, please provide us with the following information:

1.	The exact name that your Securities are to be registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate:

2.	The relationship between the Purchaser of the Securities and the Registered Holder listed in response to item 1 above:

3.	The mailing address of the Registered Holder listed in response to item 1 above:

4.	The Social Security Number or Tax Identification Number of the Registered Holder listed in response to item 1 above:

Appendix I

(Page 2 of 4)

Uranium Resources, Inc.

REGISTRATION STATEMENT QUESTIONNAIRE

In connection with the preparation of the Registration Statement, please provide us with the following information:

SECTION 1. Pursuant to the “Selling Stockholder” section of the Registration Statement, please state your or your organization’s name exactly as it should appear in the Registration Statement:

SECTION 2. Please provide the number of shares that you or your organization will own immediately after Closing, including those securities purchased by you or your organization pursuant to this Purchase Agreement and those securities purchased by you or your organization through other transactions and provide the number of securities that you have or your organization has the right to acquire within 60 days of Closing:

SECTION 3. Have you or your organization had any position, office or other material relationship within the past three years with the Company or its affiliates?

o Yes

o No

If yes, please indicate the nature of any such relationships below:

Appendix I

(Page 3 of 4)

SECTION 4. Are you (i) an NASD Member (see definition), (ii) a Controlling (see definition) shareholder of an NASD Member, (iii) a Person Associated with a Member of the NASD (see definition), or (iv) an Underwriter or a Related Person (see definition) with respect to the proposed offering; or (b) do you own any shares or other securities of any NASD Member not purchased in the open market; or (c) have you made any outstanding subordinated loans to any NASD Member?

Answer: o

Yes

o No

If “yes,” please describe below

Appendix I

(Page 4 of 4)

NASD Member. The term “NASD member” means either any broker or dealer admitted to membership in the National Association of Securities Dealers, Inc. (“NASD”). (NASD Manual, By-laws of NASD Regulation, Inc. Article I, Definitions)

Control. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power, either individually or with others, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. (Rule 405 under the Securities Act of 1933, as amended)

Person Associated with a member of the NASD. The term “person associated with a member of the NASD” means every sole proprietor, partner, officer, director, branch manager or executive representative of any NASD Member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by a NASD Member, whether or not such person is registered or exempt from registration with the NASD pursuant to its bylaws. (NASD Manual, By-laws of NASD Regulation, Inc. Article I, Definitions)

Underwriter or a Related Person. The term “underwriter or a related person” means, with respect to a proposed offering, underwriters, underwriters’ counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any and all other persons associated with or related to any of such persons. (NASD Interpretation)

EX-10.2 5 a08-14751_1ex10d2.htm EX-10.2

Exhibit 10.2

URANIUM RESOURCES, INC.

AMENDED AND RESTATED
PLACEMENT AGENCY AGREEMENT

May 13, 2008

Oppenheimer & Co. Inc.

300 Madison Avenue, 3rd Floor

New York, New York 10017

Ladies and Gentlemen:

Uranium Resources, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell (i) shares (the “Shares”) of common stock, $0.001 par value (the “Common Stock”), (ii) warrants to purchase shares of Common Stock (the “Warrants”), and (iii) ratchet warrants to purchase shares of Common Stock (the “Ratchet Warrants” and, together with the Shares and the Warrants, the “Securities”), directly to certain purchasers (collectively, the “Purchasers”), by executing a Securities Purchase Agreement with each Purchaser, substantially in the form attached hereto as Exhibit A (the “Securities Purchase Agreement”). The Company has engaged Oppenheimer & Co. Inc. as its exclusive placement agent (the “Placement Agent”) to introduce the Company to the Purchasers. The Securities are more fully described in the Securities Purchase Agreement, the Warrants, the Ratchet Warrants, and the Memorandum (as defined below).

The Company has prepared a Confidential Private Placement Memorandum dated April 15, 2008, as supplemented by the Supplement to Confidential Private Placement Memorandum and the Supplement to Confidential Private Placement Memorandum dated May 13, 2008 (collectively, with all exhibits thereto and the documents incorporated by reference therein, and as further supplemented or amended, if applicable, the “Memorandum”), relating to the offering of the Securities.

In connection with its duties as the Placement Agent, the Company hereby confirms that the Placement Agent is authorized to distribute only the Memorandum and the documents incorporated by reference therein (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Placement Agent) and no other documents.

Section 1. Agreement to Act as Placement Agent.

1.1 On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement and the letter agreement dated as of April 8, 2008 between the Company and the Placement Agent, as amended or modified (the “Letter Agreement”), the Placement Agent agrees to act as the Company’s exclusive placement agent in connection with the issuance and sale of the Securities by the Company to the Purchasers.

(a) It is understood that the Placement Agent’s obligations under this Agreement are strictly on a reasonable best efforts basis and that the consummation of the transactions contemplated hereby and by the Securities Purchase Agreement will be subject to, among other things, market conditions.

(b) The Placement Agent shall have no authority to bind the Company.

(c) The Company acknowledges and agrees that this is not an agreement by the Placement Agent or any of its affiliates to underwrite or purchase any securities or otherwise provide any financing.

(d) The Company acknowledges and agrees that the Placement Agent has acted and will act on an arm’s length basis and has not acted and will not be acting as financial advisor, agent or fiduciary to the Company or any other person. Additionally, the Company acknowledges and agrees that the Placement Agent has not and will not advise the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company or any other person with respect thereto, whether arising prior to or after the date hereof. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions have been and will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Company. The Company agrees that it will not claim that the Placement Agent has rendered advisory services of any nature or respect, or owes a fiduciary duty to the Company or any other person in connection with any such transaction or the process leading thereto.

1.2 Payment by the Purchasers of the purchase price for, and delivery of, the Securities will be made in accordance with the terms and conditions of the Securities Purchase Agreement on the Closing Date (as defined in the Securities Purchase Agreement).

(a) Payment of the purchase price for the Securities shall be made by the Purchasers directly to, or upon the order of, the Company by wire transfer in Federal (same day) funds. The Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request, on behalf of the Purchasers, at least one business day before the Closing Date.

(b) During the term of this Agreement, pursuant to Section 7 herein, the Company will not, and will not permit its representatives to, other than in coordination with the Placement Agent, contact or solicit institutions, corporations or other entities or persons as potential purchasers of the Securities. Furthermore, the Company agrees that all inquiries, whether direct or indirect, from prospective Purchasers during the term of this Agreement will be referred to the Placement Agent, and as a result will be deemed to have been contacted by the Placement Agent in connection with its duties under this Agreement.

1.3 As compensation for the services hereunder, the Company agrees to pay the Placement Agent the fees specified by the Letter Agreement.

1.4 In addition to any obligation under the Letter Agreement, the Company will pay for, or reimburse the Placement Agent if paid for, all reasonable out-of-pocket costs and expenses incident to the performance of the obligations of the Company under this Agreement, including those relating to: (i) the preparation of this Agreement, the preparation and distribution of the Memorandum and the preparation and filing of the registration statements on Form S-3 or other appropriate form covering the resale by the Purchasers (each, a “Registration Statement”) of the Shares, the shares of Common Stock underlying the Warrants (the “Warrant Shares”), and the shares of Common Stock underlying the Ratchet Warrants (the “Ratchet Warrant Shares”), including all exhibits thereto, any preliminary prospectuses, the prospectuses, all amendments and supplements to the Registration Statements and the prospectuses and any document incorporated by reference therein; (ii) the preparation and delivery of certificates for the Shares, the Warrant Shares and the Ratchet Warrant Shares; (iii) the registration or qualification of the Securities, the Warrant Shares and the Ratchet Warrant Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4.3, including the fees and disbursements of counsel for the Placement Agent in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Placement Agent of copies of the Memorandum and all amendments or supplements to the Memorandum, and of the several documents required by this Agreement to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Securities; (v) inclusion of the Shares, the Warrant Shares and the Ratchet Warrant Shares for quotation on the NASDAQ Global Market; (vi) the costs and expenses of the Company relating to investor presentations in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of slides and graphics, fees and expenses of any consultants engaged in connection with the presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with any investor presentations; (vii) all transfer taxes, if any, with respect to the sale and delivery of the Securities by the Company; and (viii) fees, disbursements and other charges of counsel to the Placement Agent.

Section 2. Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants with respect to itself and each of its subsidiaries to, and covenants with, the Placement Agent on the date hereof (except with respect to Section 2.1, which representation, warranty and covenant shall be made as of each Closing Date) and as of each Closing Date (or such other date specified below) as follows:

2.1 Each director and executive officer of the Company listed on Schedule I has delivered to the Placement Agent his enforceable written lock-up agreement in the form attached to this Agreement as Exhibit B hereto (“Lock-Up Agreement”).

2.2 Commencing upon the signing of the Letter Agreement between the Company and the Placement Agent and ending after the close of trading on the NASDAQ Global Market on the date which is the later of (i) the effective date of the Registration Statement for the Shares and the Warrant Shares or (ii) the ninetieth day following the Closing Date (the “Lock-Up

Period”), the Company will not, without prior written consent of the Placement Agent, sell, contract to sell or otherwise dispose of or issue any securities of the Company, except pursuant to previously issued options, any agreements providing for anti-dilution or other stock purchase or share issuance rights in existence on the date hereof, any employee benefit or similar plan of the Company in existence on the date hereof.

2.3 The Company hereby makes the representations and warranties made by it in Section 4 of the Securities Purchase Agreements to the same extent as if such representations and warranties had been made in full herein and made directly to the Placement Agent.

2.4 The Company hereby acknowledges and agrees with the acknowledgments and agreements and makes the covenants of Section 5.12 of the Securities Purchase Agreements to the same extent as if such terms had been made in full herein and made directly with the Placement Agent and the Placement Agent shall be entitled to rely on same.

Section 3. Conditions of the Placement Agent’s Obligations. The obligations of the Placement Agent under this Agreement are subject to each of the following terms and conditions:

3.1 The representations and warranties of the Company contained in the Securities Purchase Agreements, this Agreement and in the certificates delivered pursuant to Section 3.2 below shall be true and correct when made and on and as of such Closing Date as if made on such date. The Company shall have performed, in all material respects, all covenants and agreements and satisfied, in all material respects, all the conditions contained in this Agreement and contained in the Securities Purchase Agreements required to be performed or satisfied by it at or before such Closing Date.

3.2 The Placement Agent shall have received on such Closing Date certificates, addressed to the Placement Agent and dated such Closing Date, of the chief executive officer and the chief financial officer of the Company (a) to the effect that: (i) the representations and warranties of the Company in this Agreement and the Securities Purchase Agreements were true and correct when made and are true and correct as of such Closing Date; and (ii) the Company has performed, in all material respects, all covenants and agreements and satisfied, in all material respects, all the conditions contained in this Agreement and each Securities Purchase Agreement; and (b) in form and substance reasonably satisfactory to the Placement Agent, containing statements and information with respect to certain information regarding mining, mineralized materials of uranium deposits, uranium production, leases and related financial information contained in the Memorandum.

3.3 The Placement Agent shall have received on such Closing Date from Baker & Hostetler LLP, counsel for the Company, an opinion, addressed to the Placement Agent and each of the Purchasers and dated such Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel.

3.4 The Placement Agent shall have received on such Closing Date a signed letter from Hein & Associates, LLP addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent containing statements and information of the type

ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Memorandum.

3.5 The Placement Agent shall have received on such Closing Date a signed letter from Behre Dolbear & Company (USA), Inc. addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, containing statements and information with respect to certain information regarding the Company’s non-reserve mineralized materials of uranium deposits contained in the Memorandum.

3.6 The Placement Agent shall have received copies of the Lock-Up Agreements executed by each director and executive officer of the Company listed on Schedule I.

3.7 The Shares and the Warrant Shares shall have been approved for quotation on the NASDAQ Global Market, subject only to official notice of issuance. In addition, on the date of their issuance, the Ratchet Warrant Shares shall have been approved for quotation on the NASDAQ Global Market, subject only to official notice of issuance.

3.8 The Company shall have furnished or caused to be furnished to the Placement Agent such further certificates or documents as the Placement Agent shall have reasonably requested.

Section 4. Covenants of the Company.

4.1 The Company will comply with the registration procedures set forth in Section 7 of the Securities Purchase Agreement.

4.2 The Company shall cooperate with the Placement Agent and its counsel in endeavoring to qualify the Securities, the Warrant Shares and the Ratchet Warrant Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Placement Agent may reasonably designate and shall maintain such qualifications in effect so long as required for the distribution of the Securities, the Warrant Shares and the Ratchet Warrant Shares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation in any jurisdiction where it is not so qualified as of the date hereof or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction where it is not so subject as of the date hereof.

4.3 The Company shall make all filings required under applicable securities laws and by the NASDAQ Global Market (including any required registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in connection with the initial sale of the Securities to the Purchasers in each jurisdiction where any such sale is made.

4.4 The Company shall, immediately upon discovery of (a) any material change, actual or contemplated, of which it is or becomes aware, or (b) any fact or information which the Company believes is material or could require the making of any amendment, supplement or revision to any materials used in connection with the offering, issuance and sale of the Securities (an “Amendment”), in each case, relating to the securities, assets, business (including business prospects and contemplated acquisitions) or affairs of the Company, or any of its subsidiaries, its

affiliates or the information provided to the Placement Agent concerning the Company or any of its subsidiaries, or the offering, issuance and sale of the Securities,

(a) notify the Placement Agent in writing of the full particulars,

(b) with the Placement Agent’s and its counsel’s participation, prepare and distribute the Amendment in the manner permitted or required by the applicable securities or Blue Sky laws of the various jurisdictions referred to in Section 4.3, and

(c) provide the Placement Agent with that number of copies of the Amendment as the Placement Agent may reasonably request.

The Company shall discuss with the Placement Agent any such change, event or fact which is of such a nature that there is reasonable doubt as to whether such notice in writing need be given.

4.5 Prior to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company, or the offering of the Securities without the prior written consent of the Placement Agent unless in the reasonable judgment of the Company and its counsel, and after prior notification to the Placement Agent, such press release or communication is required by law.

4.6 The Company will apply the net proceeds from the offering of the Securities substantially in the manner set forth under “Use of Proceeds” in the Memorandum.

4.7 The Company will pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, any monies owing to the Placement Agent pursuant to Section 1 of this Agreement and pursuant to the Letter Agreement.

4.8 At the time of delivery thereof to each Purchaser and on the Closing Date, the Memorandum will comply with the requirements of the applicable securities and Blue Sky laws of the various jurisdictions referred to in Section 4.3.

Section 5. Indemnification.

5.1 The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and present and former directors, officers, employees, agents, advisers and each person, if any, who controls, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”) or Section 20 of the Exchange Act, the Placement Agent (each such person, an “indemnified party”) to the extent permitted by law from and against any and all losses, claims, damages and liabilities, joint or several (collectively, the “Damages”), to which they, or any of them, may become subject in connection with, relating to or arising from or based in whole or in part upon (a) any transaction contemplated by this Agreement or the engagement of or performance of services by an indemnified party hereunder, (b) any untrue statement or alleged untrue statement of a material fact contained in the Memorandum or in the documents incorporated by reference therein, or in any Registration Statement or the prospectus included

therein or any amendment or supplement thereto, or in any Blue Sky application or other information or other documents executed by the Company filed in any state or other jurisdiction referred to in Section 4.2 to qualify any or all of the Securities, the Warrant Shares or the Ratchet Warrant Shares under the securities laws thereof (or as may be otherwise required) (any such application, document or information being hereinafter referred to as a “Blue Sky Application”) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or (c) any inaccuracy in the representations or warranties of the Company contained in this Agreement, or any failure of the Company to perform its obligations hereunder or under law, and will promptly reimburse each indemnified party for all fees and expenses (including any reasonable fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any threatened or pending claim, action, proceeding or investigation (collectively, the “Proceedings”) and any amount paid in settlement of, any action, suit or proceeding or any claim asserted therefrom, whether or not such indemnified party is a formal party to such Proceeding, and in enforcing this Agreement. The Company shall not be liable to any such indemnified party to the extent that any Damages in connection with (a) above are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of the indemnified party seeking indemnification hereunder. The Company also agrees that no indemnified party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any person asserting claims on behalf of the Company arising out of or in connection with any transactions contemplated by this Agreement or the engagement of or performance of services by any indemnified party hereunder except to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such indemnified party.

5.2 Any party that proposes to assert the right to be indemnified under this Section 5 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served. No indemnification provided for in this Section 5 shall be available to any party who shall fail to give notice as provided in this Section 5.2 to the extent the party to whom notice was not given was materially prejudiced by the failure to give such notice but the omission to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party for contribution or otherwise than under this Section. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such

indemnified party has been authorized in writing by the indemnifying parties, (ii) the indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable time after notice of the commencement thereof, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying parties. All such fees and expenses will be reimbursed by the indemnifying party promptly as they are incurred. The indemnifying party may not without the prior written consent of the indemnified party (which consent may not be unreasonably withheld), enter into any waiver, release, settlement or compromise or consent to the entry of any judgment in any Proceeding in respect of which indemnification has been sought hereunder (whether or not such indemnified party is a formal party to such Proceeding), unless such waiver, release, settlement, compromise or consent (a) includes an unconditional release of the Placement Agent and each indemnified party from all liability arising out of such Proceeding and (b) does not contain any factual or legal admission by or with respect to any indemnified party or any adverse statement with respect to the character, professionalism, expertise or reputation of any indemnified party or any action or inaction of any indemnified party. An indemnifying party shall not be liable for any settlement of any action, suit, and proceeding or claim effected without its written consent, which consent shall not be unreasonably withheld or delayed.

Section 6. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 5 is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified party in respect to any Damages or Expenses referred to therein, then each indemnifying party shall contribute to the aggregate Damages and Expenses (including any amount paid in settlement of any Proceeding) paid or payable by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative benefits received by the Company and/or its security holders on the one hand and the Placement Agent on the other hand, in connection with the matters covered by this Agreement or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative faults of the Company and/or its security holders on the one hand and the Placement Agent on the other hand as well as any other relevant equitable considerations. The Company and the Placement Agent agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by any method of allocation which does not take account of the equitable considerations referred to above. The aggregate amount of Damages and Expenses incurred by an indemnified party and referred to above shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such transaction or any such untrue or alleged untrue statement or omission or alleged omission. The Company agrees that for purposes of this Section 6, the relative benefits to the Company and/or its security holders and the Placement Agent in connection with the matters covered by this Agreement will be deemed to be in the same proportion that the total value paid or received or to be paid or received by the Company and/or its security holders in connection with the transactions contemplated by this Agreement, whether or not consummated, bears to the

fees paid to the Placement Agent under this Agreement and the Letter Agreement; provided, that in no event will the total contribution of all indemnified parties to all such Damages and Expenses exceed the amount of fees actually received and retained by the Placement Agent under this Agreement and the Letter Agreement (excluding any amounts received by the Placement Agent as reimbursement of Expenses). Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents) on the one hand, or by the Placement Agent, on the other hand.

For purposes of this Section 6, each person, if any, who controls, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the Placement Agent shall have the same rights to contribution as the Placement Agent. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be under this Section 6, shall notify any such party or parties from whom contribution may be sought, but the omission so to notify shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written consent.

The indemnification, reimbursement and contribution obligations of the Company under Sections 5 and 6 of this Agreement will be in addition to any liability which the Company may have at common law or otherwise to any indemnified party and will be binding and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an indemnified party. The provisions of Sections 5 and 6 of this Agreement shall survive the termination or modification of this Agreement.

Section 7. Term; Termination.

7.1 This Agreement will commence on the date hereof and terminate on the date on which a party receives written notice of termination from another party or the date on which all services required to be completed by the Placement Agent have been completed, and the Company shall have paid to the Placement Agent all fees earned and reimbursed the Placement Agent for all reasonable expenses incurred, in accordance with Section 1 hereof.

7.2 The Company or the Placement Agent may terminate this Agreement at any time.

7.3 The Company agrees that this Section 7 and the provisions of this Agreement relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality, waiver of the right to trial by jury, and the Letter Agreement will, subject to the terms of the Letter Agreement, survive any termination of this Agreement.

Section 8. Miscellaneous.

8.1 The respective agreements, representations, warranties, indemnities and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the

Placement Agent or the Company or any of their respective officers, directors or controlling persons referred to in Sections 5 and 6 hereof, and shall survive delivery of and payment for the Securities.

8.2 This Agreement has been and is made for the benefit of the Placement Agent, the Company and their respective successors and assigns, and, to the extent expressed herein, for the benefit of persons controlling the Placement Agent, or the Company, and directors and officers of the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include any Purchaser merely because of such purchase.

8.3 All notices and communications hereunder shall be in writing and mailed or delivered or by electronic mail, telephone or facsimile,

(a) if to the Placement Agent:

Oppenheimer & Co. Inc.

125 Broad Street

New York, New York 10004

Attention: Jessica Cracolici

Fax: (212) 667-6141

with a copy to

Morrison & Foerster LLP

1290 Avenue of the Americas

New York, New York 10104

Attention: Anna T. Pinedo, Esq.
Fax: (212) 468-7900

(b) if to the Company:

Uranium Resources, Inc.
405 State Highway 121 Bypass

Building A, Suite 110

Lewisville, Texas 75067

Attention: Thomas H. Ehrlich, Vice President and CFO
Fax: (972) 219-3311

with a copy to

Baker & Hostetler LLP

303 East 17^th Avenue

Suite 1100

Denver, Colorado 80203

Attention: Alfred C. Chidester

8.4 This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. The Company irrevocably submits to the jurisdiction of any court of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of this Agreement or the engagement of the Placement Agent hereunder.

8.5 Each of the Company and the Placement Agent hereby waives any right it may have to a trial by jury in respect of any claim brought by or on behalf of either party based upon, arising out of or in connection with this Agreement, or the transactions contemplated hereby.

8.6 This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

8.7 This Agreement shall have no effect on the Letter Agreement, which shall remain in full force and effect in accordance with its terms.

[THIS PAGE LEFT INTENTIONALLY BLANK – SIGNATURE PAGE FOLLOWS]

Please confirm that the foregoing correctly sets forth the agreement among us.

		Very truly yours,

		URANIUM RESOURCES, INC.

			By:
			Name:
			Title:


Confirmed:

OPPENHEIMER & CO. INC.


By:
	Name:
	Title:

Schedule I

List of Stockholders to Sign Lock-up

Craig S. Bartels

David N. Clark

Terence J. Cryan

Thomas H. Ehrlich

Leland O. Erdahl

George R. Ireland

Marvin K. Kaiser

William M. McKnight, Jr.

Mark S. Pelizza

Richard A. Van Horn

Paul K. Willmott

EXHIBIT A

FORM OF SECURITIES PURCHASE AGREEMENT

[ATTACHED]

EXHIBIT B

FORM OF LOCK-UP AGREEMENT

April , 2008

Oppenheimer & Co. Inc.

300 Madison Avenue, 3rd Floor

New York, New York 10017

Re: Private Offering of Common Stock and Warrants and Ratchet Warrants to Purchase Common Stock of Uranium Resources, Inc.

Gentlemen:

The undersigned, a holder of common stock, $0.001 par value (“Common Stock”) or rights to acquire Common Stock, of Uranium Resources, Inc. (the “Company”) understands that the Company intends to issue Common Stock (the “Shares”) and warrants (the “Warrants”) and ratchet warrants to purchase Common Stock in a private placement described in a Confidential Private Placement Memorandum (the “Offering”) and subsequently to file Registration Statements on Form S-3 with the Securities and Exchange Commission for the resale of Common Stock (each, a “Registration Statement”). The undersigned further understands that you are contemplating entering into a Placement Agency Agreement with the Company in connection with the Offering.

In order to induce the Company and you to enter into the Placement Agency Agreement and to induce you to act as the Placement Agent in the Offering, the undersigned agrees, for the benefit of the Company and you, as the Placement Agent, that commencing upon the signing of the Placement Agency Agreement, dated April 15, 2008 (the “Placement Agency Agreement”), between the Company and the Placement Agent relating to the Offering and ending after the close of trading on the NASDAQ Global Market on the date which is the later of (a) the effective date of the Registration Statement for the Shares and shares of Common Stock underlying the Warrants and (b) 90 days subsequent to the Closing Date (as defined in the Placement Agency Agreement) (the “Lock-Up Period”), the undersigned will not, without your prior written consent, directly or indirectly, make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or other disposition of any Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired. The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing with the Placement Agent to be bound by the terms hereof, (b) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Placement Agent to be bound by the terms hereof, (c) sales of Common Stock pursuant to the terms of a Rule 10b5-1 plan of the undersigned in existence prior to the date hereof, if any, (d) the sale or transfer of shares of Common Stock for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of options to purchase Common Stock after the date hereof (which options were issued

pursuant to the Company’s stock option plans and deferred compensation plans), or (e) with respect to sales or purchases of Common Stock acquired on the open market after the date of the Offering.

Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period; the restrictions imposed in this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act of 1933, as amended and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, during the Lock-Up Period, the undersigned will not, without your prior written consent, make any demand for, or exercise any right with respect to, the registration of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock.

The undersigned confirms that he, she or it understands that the Placement Agent and the Company will rely upon the representations set forth in this agreement in proceeding with the Offering. This agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with this agreement.

This agreement shall terminate and the undersigned shall be released from the undersigned’s obligations hereunder if the Company does not proceed with the Offering with the Placement Agent and notifies the Placement Agent in writing of the same.

	Very truly yours,



	Signature


	Printed Name and Title (if applicable):

EX-99.1 6 a08-14751_1ex99d1.htm EX-99.1

Exhibit 99.1


	NEWS RELEASE

405 State Highway 121 Bypass

Building A, Suite 110

Lewisville TX 75067

Investor Contact:	Company Contact:
Deborah K. Pawlowski/James M. Culligan	David N. Clark
Kei Advisors LLC	President and CEO
Phone: 716.843.3908/716.843.3874	Phone: 361.883.3990
Email: dpawlowski@keiadvisors.com/jculligan@keiadvisors.com

Company Media Contact:
April Wade
Vice President of Communications and Government Relations
505.440.9441
awade@uraniumresources.com

Uranium Resources, Inc. to Raise
$14.3 Million in Private Offering to Expand Texas Assets

LEWISVILLE, TX, May 14, 2008 — Uranium Resources, Inc. (NASDAQ: URRE) (“URI”), a uranium exploration, development, mining and production company, announced today it had entered into definitive subscription agreements with institutional and other accredited investors after the market closed yesterday to raise $14,302,900, before deduction of fees and expenses, through the private placement of 3,295,599 shares of common stock at $4.34 per share, which represents a 10 percent discount to the last sale price on May 13, 2008 and warrants to purchase 988,680 shares of common stock at $5.78 per share, which represents a 20 percent premium to the last sale price of the Company’s common shares on May 13, 2008. The net proceeds of the offering will be used for the acquisition, permitting, exploration and development of additional properties in Texas in an effort to extend annual production in 2010 and 2011 at the current rates and for general corporate purposes.

The Company has acquired one property that is a continuation of the ore trend of our Rosita property located in Duval County, Texas. The acquisition of this property should supplement production in 2010 and 2011 and will also free up known reserves on URI’s existing Rosita property that cannot presently be mined because of their proximity to the property line. URI believes it will require the drilling of approximately 150 holes to adequately define the ore outline and expects that the property will be permitted as an amendment to its Rosita South permit application. The permitting process for this property is expected to take approximately 18 months or longer to complete.

We continue to pursue the acquisition of properties that we need to provide the vast majority of our production goals for 2010 and 2011.

- MORE -

Dave Clark, president and CEO of URI, commented, “These funds are crucial to our plans to expand our reserve base in Texas, where we are currently reserve-limited, and provide the opportunity to extend production through 2011 as we strive to reach our long-term production goal of one to two million pounds annually from Texas.”

The agreement with a group of institutional investors includes the sale of 3,295,599 shares of common stock at $4.34 per share, which represents a 10 percent discount to the last sale price on May 13, 2008; and warrants to purchase 988,680 additional shares of common stock, at a price of $5.78, which represents a 20 percent premium to the last sale price of the Company’s common stock on May 13, 2008. These warrants expire 60 months after issuance and are exercisable immediately. In addition, ratchet warrants to purchase shares of common stock at $0.01 per share were issued as part of the private placement. The ratchet warrants are triggered and become immediately exercisable in the event that the Company should issue shares of Common Stock at a price below $4.34 per share. The number of shares that may be purchased upon the exercise of the ratchet warrants is determined by a formula that results in the effective price paid by the investors in this offering being equal to the price paid in a subsequent below $4.34 per share offering. The ratchet warrants expire on the earlier of 12 months following issuance, or ten days after the consummation of the sale of shares of the Company’s common stock which raises in one or more transactions at least $80 million in gross proceeds.

The securities being offered will not be registered under the Securities Act of 1933, as amended (“Act”) or any state securities laws, and may not be offered or sold in the United States absent such registration or an applicable exemption from the registration requirements. URI has agreed to register the shares sold in the transaction, including the shares underlying the warrants (other than the ratchet warrants), for resale on a registration statement to be filed within ten business days after closing under the Act. Shares underlying the ratchet warrants would not be registered until they are triggered. In the event that the issuance of shares pursuant to the warrants and ratchet warrants would cause the total shares issued in this private placement to equal 20% or more of the Company’s currently outstanding shares of Common Stock, no shares that would cause such total to be equaled or exceeded would be issued unless the shareholders of the Company approve the issuance.

The Company anticipates closing the sale of the shares, the warrants and the ratchet warrants on May 16, 2008.

Dave Clark commented, “The funds from this offering will not be used to fund the acquisition of Rio Algom Mining LLC. In order to close that acquisition in accordance with the current terms of our purchase agreement, we must have the ability to finance the purchase price, the remediation trust and escrow bonding requirements for the NRC license and have sufficient working capital to fund our overhead. We expect to finance this by a combination of proceeds from the sale of stock

###

together with joint ventures or other financing arrangements with other parties. We are in conversation with our advisors and BHP Billiton to discuss the financing of the acquisition and how to best proceed with the transaction in a manner that is beneficial to our shareholders.”

ABOUT URANIUM RESOURCES, INC.

Uranium Resources Inc. explores for, develops and mines uranium. Since its incorporation in 1977, URI has produced over 7 million pounds of uranium by in-situ recovery (ISR) methods in the state of Texas where the Company currently has ISR mining projects. URI also has 183,000 acres of uranium mineral holdings and 100 million pounds of uranium mineralized material in New Mexico. The Company acquired these properties over the past 20 years along with an extensive information database. URI’s strategy is to capitalize on the strong global market for uranium by fully exploiting its resource base in Texas and New Mexico, acquiring new assets and through joint ventures or partnerships.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to the Company’s mineralized uranium materials, timing of receipt of mining permits, production capacity of mining operations planned for properties in South Texas and New Mexico, planned dates for commencement of production at such properties, revenue, cash generation and profits are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, the spot price of uranium, weather conditions, operating conditions at the Company’s mining projects, government regulation of the mining industry and the nuclear power industry, the world-wide supply and demand of uranium, availability of capital, timely receipt of mining and other permits from regulatory agents, the success of the acquisition of Rio Algom and other factors which are more fully described in the Company’s documents filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

###

EX-99.2 7 a08-14751_1ex99d2.htm EX-99.2

Exhibit 99.2

NEWS RELEASE

405 State Highway 121 Bypass

Building A, Suite 110

Lewisville TX 75067

Investor Contact:		Company Contact:
Deborah K. Pawlowski/James M. Culligan		David N. Clark
Kei Advisors LLC		President and CEO
Phone: 716.843.3908/716.843.3874		Phone: 361.883.3990

Email: dpawlowski@keiadvisors.com/jculligan@keiadvisors.com

Company Media Contact:
April Wade
Vice President of Communications and Government Relations
505.440.9441
awade@uraniumresources.com

Uranium Resources, Inc. Completes Private Offering

LEWISVILLE, TX, May 16, 2008 — Uranium Resources, Inc. (NASDAQ: URRE) (“URI”), a uranium exploration, development, mining and production company, announced today the closing of a negotiated private placement transaction with institutional investors for shares of its common stock. The sale raised $14,304,300. The net proceeds of the offering are for the acquisition, permitting, exploration and development of additional properties in Texas and for general corporate purposes.

URI sold 3,295,920 shares of its common stock to a select group of institutional and accredited investors at a price of $4.34 per share which represented a 10 percent discount to the last sale price on May 13, 2008; and warrants to purchase 988,771 additional shares of common stock, at a price of $5.78, which represented a 20 percent premium to the last sale price of the Company’s common stock on May 13, 2008. These warrants expire 60 months after issuance and are exercisable immediately. In addition, ratchet warrants to purchase shares of common stock at $0.01 per share were issued as part of the private placement. The ratchet warrants are triggered and become immediately exercisable in the event that the Company should issue shares of Common Stock at a price below $4.34 per share. The number of shares that may be purchased upon the exercise of the ratchet warrants is determined by a formula that results in the effective price paid by the investors in this offering being equal to the price paid in a subsequent below $4.34 per share offering. The ratchet warrants expire on the earlier of 12 months following issuance, or ten days after the consummation of the sale of shares of the Company’s common stock which raises in one or more transactions at least $80 million in gross proceeds.

Oppenheimer & Co. acted as placement agent for Uranium Resources on this transaction. Pursuant to the agreement, Uranium Resources is required to file a registration statement with the U.S. Securities and Exchange Commission within ten business days covering the resale of the shares of common stock sold to the investors. Until they are registered, the securities offered in the private placement may not be offered or sold in the United States, absent an applicable exemption from registration under the Act.

-MORE-

ABOUT URANIUM RESOURCES, INC.

Safe Harbor Statement

###

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