10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

Or

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

For the transition period from to

Commission file number 001-33404

URANIUM RESOURCES, INC.

(Exact Name of Issuer as Specified in Its Charter)

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

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067

(Address of Principal Executive Offices, including Zip Code)

(972) 219-3330

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes o No x

Number of shares of Common Stock, par value $0.001 per share, outstanding as of May 9, 2013: 19,821,681.

URANIUM RESOURCES, INC.

2013 FIRST QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets- March 31, 2013 and December 31, 2012 (Unaudited)	3
	Condensed Consolidated Statements of Operations—three months ended March 31, 2013 and 2012 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows—three months ended March 31, 2013 and 2012 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements—March 31, 2013 (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II—OTHER INFORMATION		18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20
Index to Exhibits		21

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

(Unaudited)

	March 31, 2013			December 31, 2012
Current assets:
Cash and cash equivalents	$	4,350,219		$	4,664,596
Receivables, net	—			276,801
Prepaid and other current assets	452,961			431,427
Total current assets	4,803,180			5,372,824
Property, plant and equipment, at cost:
Uranium properties	107,963,263			107,672,404
Other property, plant and equipment	1,365,055			1,360,598
Less-accumulated depreciation, depletion and impairment	(65,404,296		)	(65,318,921		)
Net property, plant and equipment	43,924,022			43,714,081
Long-term investment:
Certificates of deposit, restricted	9,497,497			9,491,865
	$	58,224,699		$	58,578,770

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

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URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

LIABILITIES AND SHAREHOLDERS’ EQUITY

(Unaudited)

	March 31, 2013			December 31, 2012
Current liabilities:
Accounts payable	$	1,134,536		$	1,331,888
Note payable	—			5,000,000
Current portion of asset retirement obligations	1,003,049			1,160,378
Royalties and commissions payable	665,745			665,745
Accrued interest and other accrued liabilities	746,474			859,981
Current portion of capital leases	78,980			112,140
Total current liabilities	3,628,784			9,130,132
Asset retirement obligations	3,375,957			3,337,679
Other long-term deferred credits	500,000			500,000
Long term capital leases, less current portion	10,972			17,582
Long-term debt, less current portion	450,000			450,000
Total liabilities	7,965,713			13,435,393
Commitments and contingencies (Note 10)
Shareholders’ equity:
Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2013—19,821,681; 2012—16,150,163	19,825			16,154
Paid-in capital	216,601,079			207,338,549
Accumulated deficit	(166,352,500		)	(162,201,908		)
Less: Treasury stock (3,813 shares), at cost	(9,418		)	(9,418		)
Total shareholders’ equity	50,258,986			45,143,377
Total liabilities and shareholders’ equity	$	58,224,699		$	58,578,770

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

4

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2013			2012
Revenues:
Uranium sales	$	—		$	—
Total revenue	—			—
Costs and expenses:
Cost of uranium sales
Operating expenses	687,217			220,408
Accretion/amortization of restoration reserve	97,435			23,119
Depreciation and depletion	75,899			116,322
Impairment of uranium properties	279,429			268,923
Exploration and land maintenance expenses	98,905			26,715
Total cost of uranium sales	1,238,885			655,487
Loss from operations before corporate expenses	(1,238,885		)	(655,487		)
Corporate expenses—
General and administrative	2,635,236			3,013,136
Depreciation	45,979			31,884
Total corporate expenses	2,681,215			3,045,020
Loss from operations	(3,920,100		)	(3,700,507		)
Other income (expense):
Interest expense	(239,718		)	(3,547		)
Interest and other income, net	9,226			97,584
Net loss	$	(4,150,592	)	$	(3,606,470	)
Net loss per common share:
Basic	$	(0.24	)	$	(0.37	)
Diluted	$	(0.24	)	$	(0.37	)
Weighted average common shares and common equivalent shares:
Basic	17,308,089			9,804,690
Diluted	17,308,089			9,804,690

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

5

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2013			2012
Operating activities:
Net loss	$	(4,150,592	)	$	(3,606,470	)
Reconciliation of net loss to cash used in by operations—
Accretion/amortization of restoration reserve	97,435			23,119
Depreciation and depletion	121,878			148,206
Impairment of uranium properties	279,429			268,923
Decrease in restoration and reclamation accrual	(489,153		)	(430,185		)
Stock compensation expense	244,985			192,818
Other non-cash items, net	—			609
Effect of changes in operating working capital items—
(Increase) decrease in receivables	276,801			(280,911		)
Increase in prepaid and other current assets	(21,534		)	(12,952		)
Increase (decrease) in payables, accrued liabilities and deferred credits	76,474			1,157,389
Net cash used in operations	(3,564,277		)	(2,539,454		)
Investing activities:
Increase in certificates of deposit, restricted	(5,632		)	(36,474		)
Increase in notes receivable	—			(917,457		)
Additions to property, plant and equipment—
Kingsville Dome	(6,646		)	(87,232		)
Rosita/Rosita South	(4,624		)	(12,936		)
Churchrock	(48,042		)	(547,120		)
Crownpoint/Section 13 Drilling	(41,486		)	(155,964		)
Juan Tafoya	(72,148		)	—
Other property	(165,635		)	(161,369		)
Net cash used in investing activities	(344,213		)	(1,918,552		)
Financing activities:
Payments on borrowings	(39,770		)	(15,638		)
Issuance of common stock, net	3,633,883			11,490,753
Net cash provided by financing activities	3,594,113			11,475,115
Net increase (decrease) in cash and cash equivalents	(314,377		)	7,017,109
Cash and cash equivalents, beginning of period	4,664,596			2,890,263
Cash and cash equivalents, end of period	$	4,350,219		$	9,907,372
Non-cash transactions:
Issuance of common stock for short term loan principal and interest payments	$	5,095,833		$	—
Issuance of common stock for services	$	291,500		$	—
Issuance (Forfeiture) of restricted stock to employee	$	48		$	(16	)

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

6

Uranium Resources, Inc.

Notes to Condensed Consolidated Financial Statements March 31, 2013 (Unaudited)

1. DESCRIPTION OF BUSINESS

Uranium Resources, Inc. (URI) is a uranium exploration, development and production company. We were organized in 1977 to acquire and develop uranium mines in South Texas using the in-situ recovery mining process (ISR). URI has historically produced uranium by ISR methods in the state of Texas where the Company currently has ISR mining projects, including two licensed processing facilities. We also have 206,600 acres of mineral holdings with 144.8 million pounds U3O8 of in-place mineralized uranium material in New Mexico and a NRC license to produce up to 3 million pounds per annum of uranium on certain of its New Mexico projects. The Company acquired these properties over the past 20 years along with an extensive information database of historic mining logs and analysis. None of URI's properties are currently in production.

The Company's vision is to be a leading U.S. uranium developer and producer. Our strategy is to create wealth for shareholders by advancing our projects in a way which both conserves cash and best positions us to return to production when uranium markets improve. In Texas, our focus is to add quality reserves within an economic distance of each licensed ISR processing facility through exploration activities and/or through value accretive acquisitions. In New Mexico, we will continue to progress the Churchrock Section 8 ISR project and also assess the potential of our significant resource base, for the development of larger scale projects on a standalone basis or with partners.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2012 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2013.

3. LIQUIDITY

The Company had negative cash flow from operations of $3.6 million for the first quarter of 2013.  Our cash position was $4.4 million at March 31, 2013 and $7.9 million at April 30, 2013. During April 2013, the Company paid certain expenditures that are annual or quarterly in nature or are non-recurring costs; such payments totaled approximately $840,000. The Company is not currently commercially producing uranium and as such does not anticipate generating any significant sales revenues in 2013.

In March, 2013, the Company completed a Shareholder Rights Offering (“Rights Offering”) whereby all of the Company’s shareholders and warrant holders were eligible to participate on an equal, proportional basis in purchasing shares of common stock of the Company. Each URI shareholder and warrant holder received one subscription right for each share of common stock owned or subject to a warrant as of the record date. Every subscription right entitled the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share. Under the Rights Offering the Company received $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from Resource Capital Fund V L.P. (“RCF”) whereby RCF was issued 1.96 million shares of the Company’s common stock bringing its ownership percentage in the Company to 32.8%.

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In February 2013, the Company secured a new source to satisfy its financial surety obligations for the Texas regulatory agencies.  Previously, the Company had met its financial surety obligations through a combination of bank issued letters of credit (the “L/Cs”) and bonds issued for the benefit of the Company. These financial surety arrangements required the Company to fully collateralize the face amount of the L/C’s and the bonds with short term investment vehicles.  This requirement resulted in the Company posting $9.3 million in cash that was restricted for the purpose of collateralizing these obligations.  The Company’s new financial surety arrangements are provided by Lexon Insurance Company (“Lexon”) in the form of bonds issued for the benefit of the Company.  The amount of the bonds written by Lexon total approximately $9.0 million and the collateral requirements of these bonds requires the Company to maintain 40% of the value of the bonds in the form of restricted cash.  This change in collateral requirement occurred in April 2013 and reduced the amount of restricted cash required by the Company to $3.6 million and resulted in a corresponding increase in cash to the Company of $5.4 million.

In the fourth quarter of 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not make any sales under the ATM Sales Agreement in the first quarter of 2013 and has a total of $9.0 million available for future sales under the ATM Sales Agreement.

The Company expects that its existing cash and funding available under the ATM Sales Agreement will provide it the necessary liquidity moving forward for 2013. Additional funding available under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.

4. PROPERTY, PLANT AND EQUIPMENT

	Property, Plant and Equipment Balances (net) at
	3/31/2013		12/31/2012
Uranium plant	$	10,886,000	$	10,913,000
Permits and licenses	4,098,000		3,902,000
Mineral rights	4,000,000		3,873,000
Value beyond proven and probable reserves (VBPP)	20,274,000		20,274,000
Evaluation and delineation	2,460,000		2,460,000
Vehicles/depreciable equipment	1,390,000		1,435,000
Wellfield development	153,000		153,000
Other uranium properties	239,000		246,000
Other property, plant and equipment	424,000		458,000
Total	$	43,924,000	$	43,714,000

Impairment of Uranium Properties

At March 31, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of a decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects.  Such determination resulted in an impairment provision of approximately $279,000 and $269,000 for the first quarters of 2013 and 2012, respectively.  The impairment provision for the first quarters of 2013 and 2012, respectively were $96,000 and $168,000 related to Kingsville Dome, $178,000 and $87,000 related to Vasquez and $5,000 and $14,000 for Rosita. The net carrying values of the Kingsville Dome, Rosita and Vasquez projects are approximately $5.4 million, $4.9 million and $412,000 at March 31, 2013.

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5. CONTRACT COMMITMENTS

Short Term Financing Facility

In December 2012 the Company completed a $5 million short term financing provided by RCF. The terms of the financing included an annualized interest rate of 10% payable quarterly and a loan establishment fee of $160,000. The maturity date for the financing was the earlier of (i) the date of the closing of a Shareholder Rights Offering or (ii) June 28, 2013.  On March 5, 2013, in connection with the Shareholder Rights Offering, the Company repaid in full the RCF $5.0 million short term loan facility by the issuance of 1.96 million shares of the Company’s common stock to RCF.

6. SHAREHOLDERS’ EQUITY

Reverse Stock Split

Immediately following the close of trading on January 22, 2013 the Company affected a 1 for 10 reverse stock split for its common stock. With the reverse stock split, every ten shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split had no effect on the par value of the shares or the authorized number of shares of the Company. The reverse split reduced the number of URI’s outstanding common stock from approximately 161.1 million shares to approximately 16.1 million shares. All share data herein has been retroactively adjusted for the reverse stock split as of December 31, 2012.

The following table details the changes in shareholders equity for the quarter ended March 31, 2013:

	Common Stock			Paid-In			Accumulated			Treasury
	Shares	Amount		Capital			Deficit			Stock
Balances, December 31, 2012	16,150,161	$	16,154	$	207,338,549		$	(162,201,908	)	$	(9,418	)
Net loss	—	—		—			(4,150,592		)	—
Stock compensation expense	—	—		244,985			—			—
Common stock issued — payment of loan principal and interest	1,992,127	1,992		5,093,841			—			—
Common stock issued — shareholder rights offering	1,547,843	1,548		3,632,335			—			—
Common stock issued for services	83,200	83		291,417			—			—
Restricted stock issuance	48,350	48		(48		)	—			—
Balances, March 31, 2013	19,821,681	$	19,825	$	216,601,079		$	(166,352,500	)	$	(9,418	)

See Note 7 — Stock Based Compensation, for further discussion of stock compensation expense and restricted stock issuance.

Equity Infusion—Shareholder Rights Offering

In March 2013, the Company completed the Rights Offering, whereby each URI shareholder and warrant holder received one non-transferrable subscription right for each share of common stock owned or subject to a warrant as of 5:00pm ET on January 28, 2013. Every subscription right entitled the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share.

Under the Rights Offering, the Company raised $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from RCF, whereby RCF was issued 1.96 million shares of the Company’s common stock. Also in connection with the RCF loan facility the Company issued 4,861 and 26,482 shares of common stock in January and March 2013, respectively to pay fourth quarter 2012 and first quarter 2013 interest accrued on the loan of $16,667 and $79,167.

9

Share Issuance for Services

In January, 2013 the Company issued 83,200 shares to Cormark Securities, Inc. in satisfaction of $291,500 in fees related to the Neutron Energy, Inc. acquisition.

7. STOCK BASED COMPENSATION

Our stock based compensation programs consist of stock option and restricted stock grants made to employees and directors.

Stock Compensation Expense

Stock compensation expense for the three months March 31, 2013 and 2012 was $245,000 and $193,000, respectively. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

On January 16, 2013 a stock option grant to purchase 5,000 shares of the Company’s common stock was made to a newly appointed non-employee director of the Company.  On March 12, 2013 a total of 25,000 restricted shares of the Company’s common stock and a stock option for the purchase of 55,000 of the Company’s common stock were granted to the President/CEO in connection with his employment with the Company.  Using the Black-Scholes option pricing model, the assumptions for the stock option grants made in the first quarter of 2013: fair market value: $3.30 and $1.98; expected volatility of 84% and 89%; and risk-free interest rate of 2.6% and 1.4%. An expected life of 7.8 years and 5.7 years was used for the options granted. The weighted average fair value of the options granted in the first quarter of 2013 was $2.09.

On March 12, 2013 a total of 25,000 restricted shares of the Company’s common stock were granted to a former executive of the Company in connection with a separation agreement signed with the executive. The Company recognized stock compensation expense for the restricted share grants of $43,000 in the first quarter of 2013 in connection with this issuance.  The Company also extended the exercise period for certain previously issued stock options for this former executive and recognized stock compensation expense for this modification of $134,000 in the first quarter of 2013.

The total estimated unrecognized compensation cost from the unvested stock options and restricted grants at March 31, 2013 was approximately $527,000, which is expected to be recognized over the weighted average vesting period of the individual grants which range from 1-3 years.

Stock Options for the Three Months Ended March 31, 2013

The following table summarizes stock options outstanding and changes during the three month period ended March 31, 2013:

	Outstanding Options
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term —in years	Aggregate Intrinsic Value
Options outstanding at January 1, 2013	317,270	$	24.62
Granted	60,000	2.85
Exercised	—	—
Canceled or forfeited	—	—
Options outstanding at March 31, 2013	377,270	$	21.16	4.2	$	—
Options exercisable at March 31, 2013	293,186	$	25.96	2.7	$	—

Shares available for grant under the Stock Option Plans as of March 31, 2013 were 156,434.

Stock options outstanding and currently exercisable at March 31, 2013 are as follows:

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	Options Outstanding				Options Exercisable
Stock Option Plan	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise price		Number of Options Exercisable	Weighted Average Exercise Price
		(in years)
1995 Stock Incentive Plan	183,406	1.4	$	13.08	183,406	$	13.08
2004 Stock Incentive Plan	95,741	8.0	16.26		36,657	37.21
2004 Directors’ Plan	98,123	5.9	41.05		73,123	52.62
	377,270	4.2	$	21.16	293,186	$	25.96

8. ASSET RETIREMENT OBLIGATIONS

The following table shows the change in the balance of the restoration and reclamation liability during the three months ended March 31, 2013:

Reserve for future restoration and reclamation costs beginning of period	$	4,498,057
Additions and changes in cash flow estimates	272,667
Costs incurred	(489,153		)
Accretion expense	97,435
Reserve for future restoration and reclamation costs at end of period	$	4,379,006

9. EARNINGS PER SHARE

Basic earnings per share includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if stock options were exercised or converted into common stock. Potentially dilutive shares of 477,147 were excluded from the calculation of earnings per share because they were anti-dilutive due to our net loss position for the quarter ended March 31, 2013.

10. COMMITMENTS AND CONTINGENCIES

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

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management believes it has meritorious defenses in all such proceedings and is not aware of any material adverse effect on the Company’s financial condition or results of operations from such proceedings.

Registration Statement

In connection with our May 2008 private placement and the March 2012 investment agreement with RCF, the Company executed a registration rights agreement pursuant to which the shares issued in the private placement and under the investment agreement were registered. The registration rights agreement provides for penalties in the event the registration statement fails to remain effective. At March 31, 2013, the Company’s registration statements were and remain effective.

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Compensation Agreements

The Company has entered into Compensation Agreements with the certain of the Executive Officers of the Company, that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of twenty-four months following such change in control. The Compensation Agreements provide that the executive’s base salary payments shall be made on a monthly basis for the duration of the term and any incentive payments shall be paid annually until the obligation to make such payments expires.  In March 2013, the Company entered into a Compensation Agreement with the CEO/President of the Company with a one year term.  In the event his employment is terminated following a change in control, he would be entitled to two year’s base salary payable in a lump sum within 30 days after his termination date. In the event the Company terminates the Compensation Agreement during its term, other than for cause or elects not to renew the Compensation Agreement at the conclusion of its term, he would be entitled to one year’s base salary payable in a lump sum within 30 days after his termination date.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and any financial data incorporated herein by reference to the Company’s reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

This Item 2 contains “forward looking statements.” These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices and other matters. The words “believes,” “expects,” “projects,” “targets,” “estimates” or similar expressions identify forward-looking statements. We do not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with our disclosures and the risks set forth herein and in the Company’s 2012 Annual Report on Form 10-K under the caption “Risk Factors.”

Financial Condition and Results of Operations

Comparison of Three Months Ended March 31, 2013 and 2012

Uranium Sales. We had no uranium sales in the quarters ended March 31, 2013 or 2012.

Cost of Uranium Sales. The costs incurred in the first quarter of 2013 and 2012 for operations and depreciation/depletion resulted from stand-by, maintenance and monitoring activities at our Rosita and Kingsville Dome projects during the year. The increase is primarily attributable to costs incurred in connection with the Kingsville Dome pond recovery project of $555,000 and $75,000 in the first quarters of 2013 and 2012, respectively.  Our total cost of uranium sales is comprised of production costs, including operating expenses, depreciation and depletion expenses, and also includes amortization of our restoration and reclamation cost estimates, exploration costs incurred during the year and impairment provisions for uranium properties. The following table details our cost of uranium sales breakdown for the quarters ended March 31, 2013 and 2012:

	2013		2012
Total pounds sold	—		—
Total operating expenses	$	687,000	$	220,000
Depreciation and depletion	$	76,000	$	116,000
Direct cost of sales	$	763,000	$	336,000

Operating Expenses. During the first quarter of 2013 we incurred operating expenses of $132,000 related to our South Texas projects and $555,000 in connection with the Kingsville Dome pond recovery project. During the first quarter of 2012 we incurred operating expenses of $145,000 related to our South Texas projects and $75,000 in connection with the Kingsville Dome pond recovery project

Depreciation and Depletion. During the first quarter of 2013 and 2012 we incurred depreciation and depletion expense related to our South Texas projects of $76,000 and $116,000, respectively. All such costs were from stand-by and/or care and maintenance activities.

Impairment of Uranium Properties.

At March 31, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of a decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects. Such determination resulted in an impairment provision of approximately $279,000 and $269,000 for the first quarters of 2013 and 2012, respectively.  The impairment

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provision for the first quarters of 2013 and 2012, respectively were $96,000 and $168,000 related to Kingsville Dome, $178,000 and $87,000 related to Vasquez and $5,000 and $14,000 for Rosita. The net carrying values of the Kingsville Dome, Rosita and Vasquez projects are approximately $5.4 million, $4.9 million and $412,000 at March 31, 2013.

Accretion and Amortization of Future Restoration Costs. During the first quarter of 2013 and 2012, the accretion and amortization of future restoration costs were $97,000 and $23,000, respectively.

General and Administrative Charges. We incurred general and administrative charges and corporate depreciation of $2.7 million and $3.0 million in the first quarters of 2013 and 2012, respectively.

Significant expenditures for general and administrative expenses for the quarters ended March 31, 2013 and 2012 were:

	2013		2012
Stock compensation expense	$	245,000	$	193,000
Salaries and payroll burden	849,000		1,174,000
Legal, accounting, public company expenses	716,000		1,203,000
Insurance and bank fees	244,000		151,000
Consulting and professional services	330,000		118,000
Office expenses	141,000		84,000
Travel and other expenses	110,000		90,000
Depreciation	46,000		32,000
Total	$	2,681,000	$	3,045,000

The non-cash stock compensation expense increase for the quarter ended March 31, 2013 compared to the same period in 2012 resulted primarily from the amortization of stock option modifications made in connection with the separation agreement entered into in 2013 with a former executive of the Company.  The value of the modifications was estimated based on the date of the option modification using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility.

Compensation costs decreased $325,000 in the first quarter of 2013 over the same quarter in 2012 because of bonuses for executive officers and middle management granted in March 2012 that were not incurred in 2013.  This decrease was offset by higher personnel costs resulting from an increased employee count and increases in medical insurance costs in 2013.

The Company’s legal, accounting and public company expenses decreased by $487,000 in the first quarter of 2013 compared with 2012. The main decrease resulted from a reduction in legal activities in 2013 related to merger activity for the Neutron Energy, Inc. and litigation defense costs incurred in connection with the Kleberg County matter in the 2012 period.  These reductions were offset by higher costs in 2013 incurred in connection with legal fees from the transactions conducted with RCF, for legal activities related to the Churchrock Section 8 access matter and for fees paid to the interim President/CEO during the quarter.

Consulting and professional service expenses increased by $212,000 for the quarter ended March 31, 2013, compared with 2012 resulting from work performed in connection with the Company’s New Mexico UIC permit renewal, Churchrock Section 8 access and Churchrock Section 17 characterization activities.

Insurance costs increased in 2013 primarily because of an increase in general liability and umbrella insurance premiums related to an underlying increase in the Company’s payroll (the basis for the premium determination).  Fees for bond premiums also increased in 2013 in connection with the initiation of the bond program with Lexon Insurance in the first quarter of 2013.

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Increased office related costs in 2013 resulted primarily from increased office rent and IT services costs incurred during the first quarter of the year compared to 2012.

Net Losses. For the three months ended March 31, 2013 and 2012, we had net losses of $4.2 million and $3.6 million, respectively.

Cash Flow. At March 31, 2013, we had a cash balance of approximately $4.4 million compared with $9.9 million at the same date in 2012.

In the first quarter of 2013, we had cash used in operations of $3.6 million. We used $344,000 in investing activities during the first quarter of 2013 which was primarily from property additions made during the quarter. During the quarter, we had net cash generated from financing activities of $3.6 million, primarily resulting from the $3.6 million in cash raised through the sale of the Company’s common stock in connection with the Shareholder Rights Offering that was completed in March 2013.

In the first quarter of 2012, we had cash used in operations of $2.5 million. We used $1,918,000 in investing activities during the first quarter of 2012 which was primarily from a note receivable of $917,000 issued in March 2012 and made additions to our South Texas and New Mexico property, plant and equipment of $965,000 during the quarter. These expenditures were primarily for land and mineral lease payments and plant construction during the quarter.

Liquidity—Cash Sources and Uses for 2013

As of March 31, 2013, the Company had $4.4 million in cash and our cash balance at April 30, 2013 was approximately $7.9 million. The Company is not currently conducting uranium production activities and has no uranium inventory. During April 2013, the Company paid certain expenditures that are annual or quarterly in nature or are non-recurring costs; such payments totaled approximately $840,000.  The Company is not projecting significant sales revenue and related cash inflows for 2013.  During 2013 the Company is expected to complete the process of refurbishing its Kingsville Dome holding ponds and expects to generate a certain amount of uranium bearing product as a by-product of this pond project activity.  The Company is currently assessing the pond project uranium bearing product to determine the quantity and quality of yellowcake that may be available for sale this year.

Under the Rights Offering, the Company raised of $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from Resource Capital Fund V L.P. (“RCF”) whereby RCF was issued 1.96 million shares of the Company’s common stock bringing its ownership percentage in the Company to 32.8%.

In February 2013, the Company secured $9 million in new surety bonds for the benefit of the Texas Commission on Environmental Quality for remediation and reclamation activities at the Company’s South Texas projects. The collateral requirements for these new bonds require the Company to post 40% of the face amount of the bonds ($3.6 million) in cash collateral as a condition of their terms. These bonds replaced the existing $9.0 million of fully collateralized financial surety instruments that previously provided the financial surety requirements for the projects. As a result of the lower cash collateral requirement, $5.4 million of the Company’s restricted cash was released back to the Company in April 2013.

On October 28, 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not utilize the ATM Sales Agreement in the first quarter of 2013. The Company has a total of $9.0 million available for future sales under the ATM Sales Agreement.

The Company expects that its existing cash, the collateral release and funding available under the ATM Sales Agreement will provide it the necessary liquidity for 2013. Additional funding under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.

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Off Balance Sheet Arrangements

In February 2013, the Company secured $9 million in new surety bonds from Lexon Insurance Company (“Lexon”) for the benefit of the Texas Commission on Environmental Quality for remediation and reclamation activities at the Company’s South Texas projects. The collateral requirements for these new bonds require the Company to post 40% of the face amount of the bonds ($3.6 million) in cash collateral as a condition of their terms. These bonds replaced the existing $9.0 million of fully cash collateralized financial surety instruments that previously provided the financial surety requirements for the projects.  In the event that Lexon is required to perform under its bonds or the bonds are called by the state agencies, the Company would be obligated to pay costs incurred by Lexon that exceeded the collateral amounts.

Critical Accounting Policies

Our significant accounting policies are described in Note 2 to the consolidated financial statements included in the Company’s 2012 Annual Report on Form 10-K. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change to the information reported under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the Securities and Exchange Commission (“SEC”) are recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating its controls and procedures.

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness

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of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2013.

Changes in Internal Controls

During the first three months ended March 31, 2013 no material changes have been made in our internal control over financial reporting that may have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding reportable legal proceedings is contained in Part I, Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2012. The following updates and restates the description of certain legal proceedings to reflect developments during the three months ended March 31, 2013.

ENDAUM Litigation

In 2011, Eastern Navajo Dine Against Uranium Mining (“ENDAUM”) and its individual members, Larry King and Christine Smith, Plaintiffs brought suit against David Martin, Secretary of the Environment and the New Mexico Environment Department (“NMED”) in the First Judicial District Court, County of Santa Fe, State of New Mexico (Case No. D-101-CV-2011-02270), and the Company’s subsidiary Hydro Resources, Inc. (“HRI”) intervened in support of NMED and to challenge ENDAUM’s standing. Plaintiff’s Complaint for Declaratory Judgment and Injunctive Relief claimed that NMED misinterpreted the regulations governing ground water discharge permits issued pursuant to the New Mexico Water Quality Act and that NMED had no authority under the Water Quality Act to accept HRI’s DP-558 discharge permit application as a permit renewal. ENDAUM further claimed that HRI’s existing DP-558 is no longer valid and is not in timely renewal contrary to the position taken by NMED A hearing on ENDAUM’s motion for summary judgment was held on March 8, 2012. The Court ruled that the summary judgment motion was not ripe for review at this time because no construction or activity had taken place on Section 8, but that the plaintiffs have standing to bring this action. On September 6, 2012, the District Court dismissed ENDAUM’s Complaint on the grounds that the allegations in the Complaint were not ripe. ENDAUM appealed the District Court’s decision to the New Mexico Court of Appeals. The Court of Appeals has upheld the District Court’s decision and dismissed the ENDAUM appeal. On February 26, 2013, the Court of Appeals issued a mandate to the District Court stating its decision was final and instructing the District Court to dismiss the case.  The plaintiffs did not appeal the decision of the Court of Appeals and the case is now concluded.

Other

The Company is subject to periodic inspection by certain regulatory agencies for the purpose of determining compliance by the Company with the conditions of its licenses. In the ordinary course of business, minor violations may occur; however, these are not expected to result in material expenditures or have any other material adverse effect on the Company.

ITEM 1A. RISK FACTORS

There have been no material changes from those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 2, 2013 the Company issued 83,200 shares to Cormark Securities, Inc. (“Cormark”) at a price of $3.50 per share in satisfaction of $291,500 in fees related to the Neutron Energy, Inc. acquisition.

On January 10, 2013, the Company issued 4,861 shares of its common stock to Resource Capital Fund V L.P. (“RCF”) at a price of $3.43 per share, or $16,667 in the aggregate, in payment of interest due under the Bridge Loan Agreement.

On March 12, 2013 a total of 25,000 restricted shares of the Company’s common stock were granted to a former executive of the Company in connection with a separation agreement signed with the executive.

The sales to Cormark, RCF and the former executive, each of which qualifies as an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), were made through offerings exempt from registration under Section 4(2) of the Securities Act.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

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

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SIGNATURES

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

	URANIUM RESOURCES, INC.
Dated: May 10, 2013	By:	/s/ Christopher M. Jones
		Christopher M. Jones
		President and Chief Executive Officer
Dated: May 10, 2013	By:	/s/ Thomas H. Ehrlich
		Thomas H. Ehrlich
		Vice President - Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of the Company, dated February 15, 2004, as amended by the Certificate of Amendment of Restated Certificate of Incorporation of the Company, dated March 29, 2006, and the Second Certificate of Amendment of Restated Certificate of Incorporation of the Company, dated January 22, 2013.
10.1	Second Amendment to Exploration Agreement, dated December 31, 2012, by and between the Company and Cameco Texas, Inc.
10.2	Employment Agreement, dated March 12, 2013, between the Company and Christopher M. Jones.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the quarterly report on Form 10-Q of Uranium Resources, Inc. for the quarter ended March 31, 2013, formatted in XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.

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EX-3.1

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

URANIUM RESOURCES, INC.

(As amended through January 22, 2013)

ARTICLE 1

The name of the corporation is Uranium Resources, Inc.

ARTICLE 2

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE 3

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE 4

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

Effective as of January 22, 2013, at 5:00 p.m. Eastern Standard Time (the “Effective Time”), each ten (10) shares of the Common Stock issued and outstanding or held in the treasury (if any) immediately prior to the Effective Time shall be automatically reclassified and combined, without further action, into one (1) validly issued, fully paid and non-assessable share of Common Stock with a par value of $0.001 per share, subject to the treatment of fractional share interests as described below. There shall be no fractional shares issued. A holder of record of Common Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive a cash payment (without interest) in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on the NASDAQ Capital Market, on the last trading day prior to the Effective Time. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.

ARTICLE 5

The Board of Directors is authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE 6

No contract or transaction between the corporation and one or more of its directors, officers or stockholders, or between the corporation and any other corporation or firm in which one or more of them is directly or indirectly interested, shall be void or voidable solely for this reason, or solely because any such director or officer

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is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)the material facts as to such director’s, officer’s or stockholder’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors be less than a quorum; or

(2)the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3)the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. This provision shall not be construed to invalidate any contract or transaction which would be valid in the absence of this provision.

ARTICLE 7

Section 1.The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer or employee of the corporation, or is or was serving at the request of the corporation as a director or officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2.The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except as otherwise limited by applicable law.

Section 3.To the extent that a director, officer or employee of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article 7, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4.Any indemnification under Sections 1 and 2 of this Article 7 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article 7. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

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Section 5.Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article 7. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6.The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this Article 7 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article 7.

Section 8.For purposes of this Article 7, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees, so that any person who is or was a director, officer or employee of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article 7 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 9.For purposes of this Article 7, reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article 7.

Section 10.The indemnification and advancement of expenses provided by or granted pursuant to this Article 7 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 8

No director of the corporation shall have any personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

3

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
EXPLORATION AGREEMENT

THIS SECOND AMENDMENT TO EXPLORATION AGREEMENT (this “Second Amendment”) is made and entered into effective as of December 31, 2012, by and between URI, Inc., a Delaware corporation, whose address for purposes hereof is 405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067 (hereinafter referred to as “URI”), and Cameco Texas Inc., a Texas corporation, whose address for purposes hereof is 2020 Carey Avenue, Suite 600, Cheyenne, Wyoming 82001 (hereinafter referred to as “Cameco”).  URI and Cameco will be collectively referred to hereinafter as the “Parties,” and individually referred to as a “Party.”

Recitals

A.URI and Cameco are parties to that certain Exploration Agreement effective as of May 10, 2011, as amended by that First Amendment to Exploration Agreement dated September 28, 2012 (collectively, the “Agreement”) concerning the exploration, evaluation and development of certain properties comprising a portion of the Kenedy Ranch in Kenedy County, Texas (the “Kenedy Ranch”).  Those exploration, evaluation and development activities are being conducted pursuant to the terms and conditions of that Uranium Mining Lease Option dated December 1, 2010 between The John G. and Maria Stella Kenedy Foundation (the “Foundation”) and URI as amended (the “Option Agreement”).  Pursuant to the Option Agreement, URI, by either drilling a required number of exploration wells or incurring certain required minimum amounts of exploration and development expenditures, has the option (the “Option”) to enter into one or more long term uranium mining leases covering all or portions of the properties at the Kenedy Ranch.

B.The Parties have completed Phases One and Phase Two under the Agreement.

C.URI and the Foundation have agreed to an amendment of the Option Agreement to allow for the conduct of exploration, evaluation and development activities on an additional portion of the Kenedy Ranch known as the La Parra Division, and to extend the time period within which certain required minimum amounts of exploration and development expenditures must be incurred in order to retain the Option.  The Parties now desire to amend the Agreement in certain respects to reflect the amendments to the Option Agreement.

Amendment

Now, therefore, for and in consideration of the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

1.Terms defined in the Agreement shall have the same meaning in this Second Amendment unless otherwise defined.

2.The term “Exploration Lands” as defined in Recital A of the Agreement is hereby amended to include the La Parra Division of the Kenedy Ranch, as more particularly described in the attached Schedule A.

3.The definition of the term “Minimum Work Requirement” in the Agreement is hereby amended to mean “expenditure by Cameco for Exploration and Related Work (as set forth in Sections 2.4-2.6, inclusive, below) of a minimum of (i) $1 million during Phase One, (ii) an additional $1,250,000 during Phase Two and (iii) an additional $1.5 million during Phase Three.”

4.The definition of the term “Phase Two” in the Agreement is hereby amended to mean “the period running from the last day of Phase One through the date Cameco expends an additional $1,250,000 in Exploration Expenses in accordance with a Program and Budget approved pursuant to Section 3.1(b).”

1

5.Two new definitions are hereby added to the Agreement:  “Phase Four,” which shall mean the period running from December 1, 2013 through November 30, 2014, and “Phase Five,” which shall mean the period running from December 1, 2014 through November 30, 2015.

6.Section 2.1 of the Agreement is revised to read as follows:

Rights Granted.  URI hereby grants to Cameco (exclusively) the right to enter upon the Exploration Lands during the Earn-In Period for the purpose of participating with URI in Exploration Programs as contemplated under the KMF Option Agreement, and the right to earn an undivided 40%, 50% or 70% interest in the Leases (the “Acquisition Right”) by (a) making the payments referred to in Section 2.2; and (b) incurring certain required amounts of Exploration Expenses as set forth in Sections 2.4, 2.5 and 2.6.

7.Section 2.7 of the Agreement is revised to read as follows:

Additional Expenditures; Other Joint Expenditures.  The Parties anticipate and acknowledge that the $3,750,000 in Exploration Expenses described in Sections 2.4, 2.5(b) and 2.6(b), above, will not likely constitute a sufficient amount of expenditures to allow them to make a decision as to whether to exercise the Lease Option.  If Cameco elects a 40% or 50% Fixed Acquisition Right, or if Cameco has a 70% Vested Acquisition Right and if neither Party elects to terminate this Agreement within 15 days after the final percentage interests are fixed, each Party shall be responsible, going forward, for funding, in accordance with and subject to its rights under the provisions of Section 3.1(d), its proportionate share (70/30, 40/60 or 50/50) of the remaining required amounts of Exploration Expenses under the KMF Option Agreement until such time as the Lease Option is exercised, unless the Party gives notice of termination pursuant to Section 2.11 or 3.2.

8.The first sentence of Section 3.1(c)(i) of the Agreement is revised to read as follows:

(i)Phase Three shall be funded by Cameco pursuant to a Program and Budget adopted as follows:  Not later than 30 days after providing notice to URI that it intends to proceed with Phase Three, Cameco shall provide to URI a proposed Program and Budget for Phase Three.

9.Section 3.1(d) of the Agreement is revised to read as follows:

Joint Funding Phase.

(i)Exploration Expenses beyond those Cameco agrees to exclusively fund (whether after Phase Three or after an earlier Phase due to an election to acquire a Fixed Acquisition Right under Section 2.5(a) or 2.6(a)) shall be incurred pursuant to a Program and Budget adopted and approved as follows:  Not later than 30 days after Cameco’s interest has become fixed, the Proposing Party, as defined in Section 3.1(d)(iii) below, shall provide to the other Party a proposed Program and Budget for the period running from the end of the Earn-In Period to the end of Phase Three (if Cameco has made an election to acquire a Fixed Acquisition Right prior to the end of Phase Three) or to the end of Phase Four (if Cameco has completed the Minimum Work Requirement and thereby acquired a 70% Vested Acquisition Right), and not later than 30 days prior to the end of each subsequent Phase, the Proposing Party shall provide to the other Party a proposed Program and Budget for the next Phase (each such period an “Additional Phase”).  Within 15 days after its receipt of any such proposed Program and Budget, the other Party shall provide any comments and proposed changes to the Program and Budget.  The Proposing Party shall consider those comments and proposed changes in good faith, but ultimately shall have the authority to determine the final Program and Budget for each Additional Phase in its sole discretion.

(ii)During each Additional Phase, the Parties agree that they shall fund the Exploration and Related Work described in the approved Program and Budget for that Additional Phase on a joint basis, in proportion to their percentage interests in the right to acquire the Leases.

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(iii)If an Additional Phase commences because Cameco elects not to proceed with exclusive funding beyond Phase One, URI shall be the Proposing Party and the Exploration Operator.  If an Additional Phase commences because Cameco elects not to proceed with exclusive funding beyond Phase Two, Cameco shall become the Exploration Operator, neither party shall be deemed a Proposing Party and the provisions of Section 3.1(b) shall govern selection of the Program and Budget for the Additional Phase.  For Phases Four and Five, Cameco shall be the Exploration Operator (unless Cameco has elected to retain URI as the Exploration Operator during that Phase) and shall be the Proposing Party as to each Program and Budget covering each such Phase, provided that no such Program and Budget shall require Exploration Work beyond that required to maintain the KMF Option Agreement in effect unless the Parties unanimously agree otherwise.

10.Section 3.2(c) of the Agreement is revised to read as follows:

Phase Three End.  Within fifteen days after completion of the Phase Three Program and Budget, the Parties will determine whether or not to terminate this Agreement, exercise the Lease Option or incur additional Exploration Expenses.  If the Parties disagree on whether or not they need to incur additional Exploration Expenses, Cameco shall have the authority to make the final determination, and either Cameco or URI may elect to terminate its interest in this Agreement.  If either Cameco or URI elects to terminate its interest in this Agreement, Sections 3.2(d) and 3.2(e) shall apply as to such termination.

11.Section 3.3 of the Agreement is revised to read as follows:

Operations Carried Out by Exploration Operator.

During Phase One, URI will serve as the Exploration Operator and carry out the performance of Exploration and Related Work in accordance with the provisions of the Initial Program and Budget.  If this Agreement is not terminated after Phase One, URI will also serve as the Exploration Operator during Phase Two and carry out the performance of Exploration and Related Work in accordance with the approved Program and Budget for Phase Two.  At the end of Phase Two, Cameco will become the Exploration Operator unless it gives notice to URI at least 15 days prior to the end of Phase Two that it desires to retain URI as the Exploration Operator for Phase Three.  At the end of Phase Three, Cameco will become or remain Exploration Operator unless URI was designated as the Phase Three Exploration Operator and Cameco gives notice to URI at least 15 days prior to the end of Phase Three that it desires for URI to remain as the Exploration Operator for Phase Four.  At the end of Phase Four, Cameco will become or remain the Exploration Operator unless URI was designated as the Exploration Operator for Phase Four and Cameco gives notice to URI at least 15 days prior to the end of Phase Four that it desires for URI to remain the Exploration Operator for Phase Five.  The Exploration Operator shall be entitled to make cash calls on a monthly basis upon the other Party for amounts due from the other Party pursuant to Sections 2.4, 2.5(b), 2.6(b) and 2.7 as required in order conduct the Exploration and Related Work set forth in the Initial Program and Budget or the approved Program and Budget then in effect.  The Exploration Operator shall promptly disclose and deliver to the other Party, whenever requested by the other Party, all records, information and data concerning the Exploration Lands derived from its conduct of Exploration and Related Work.  As compensation for the performance of Exploration and Related Work carried out as Exploration Operator, and in lieu of any charges for overhead, general and administrative expenses, URI shall receive a fee equivalent to 8% of the Exploration Expenses incurred each month; such fee to be reduced to 5% for (a) any Exploration Expenses in excess of the Minimum Work Requirement incurred during either Phase One or Phase Two, (b) any Exploration Expenses in excess of $1,500,000 incurred if URI is acting as the Exploration Operator during Phase Three, and (c) any Exploration Expenses in excess of (i) $1,500,000 incurred during Phase Four, and (ii) $2,000,000 incurred during Phase Five if URI is acting as the Exploration Operator during each such Additional Phase.

12.The phrase “Applicable Period” as it is used in Section 10.3 of the Agreement has the meaning provided for in Article XIII, Section 13.2 of the Mining Venture Agreement (Exhibit B to the Agreement).

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13.All references in the Agreement to the “KMF Option Agreement” are to the KMF Option Agreement as amended.

14.The Joint Venture Agreement, as that term is defined in Section 2.10 of the Agreement and attached as Schedule B to the Agreement, is revised as follows:

(a)Section 5.1 of the Joint Venture Agreement is revised to read as follows:

5.1Participants’ Initial Contributions.

(a)Cameco, as its Initial Contribution, hereby contributes its undivided seventy percent (70%) interest in the Properties to the purposes of this Agreement.  The amount of Four Million Three Hundred Thousand Dollars ($4,300,000) shall be credited to Cameco’s Equity Account on the Effective Date with respect to Cameco’s Initial Contribution.

(b)URI, as its Initial Contribution, hereby contributes its undivided thirty percent (30%) interest in the Properties to the purposes of this Agreement.  The amount of One Million Eight Hundred Forty-Two Thousand Eight Hundred Fifty-Seven Dollars ($1,842,857) shall be credited to URI’s Equity Account on the Effective Date with respect to URI’s Initial Contribution.

(b)Schedule G of the Joint Venture Agreement is revised to read as set forth on Schedule C attached to this Agreement.

15.Simultaneous with the execution and delivery of this Second Amendment, Cameco shall reimburse URI the amount of $250,000, which shall constitute reimbursement for the $250,000 payment made by URI to the Foundation as consideration for the amendments made to the Option Agreement.  The amount of that reimbursement shall be credited toward Cameco’s fulfillment of the Phase Three Minimum Work Requirement.

16.This Second Amendment shall not be effective unless and until the Foundation and URI have executed and delivered an amendment to the Option Agreement in substantially the form set forth in Schedule B attached hereto.

17.Except as expressly modified herein or as made patently necessary to give effect to the provisions of the amendments herein, the parties agree that the Agreement remains in full force and effect in accordance with its existing terms and conditions.

18.This Second Amendment may be executed in multiple counterparts, and all such counterparts taken together shall be deemed to constitute one and the same document.

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IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be duly executed, delivered, and effective from the date first above written.

CAMECO TEXAS INC.,
a Texas corporation
By:	/s/ William P. Goranson
Name:	William P. Goranson
Title:	President
By:	/s/ Jim Stokey
Name:	Jim Stokey
Title:	Vice President, Projects and Growth
URI, INC.,
a Delaware corporation
By:	/s/Terence Cryan
Name:	Terence Cryan
Title:	Interim President and Chief Executive Officer

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EX-10.2

Exhibit 10.2

URANIUM RESOURCES, INC.

And

CHRISTOPHER M. JONES

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made as of 12th day of March 2013 (the “Signature Date”), by and between Uranium Resources, Inc., a Delaware corporation (the “Company”), and Christopher M. Jones (“Executive”).

1.Employment

During the Employment Period (as defined in Section 4), the Company will employ Executive, and Executive will serve as President — Elect and Chief Executive Officer (“CEO”) — Elect with duties to be assigned by the Interim President and CEO until the 1st day of April 2013 (the “Effective Date”) at which time Executive will serve as President, Chief Executive Officer (“CEO”) and Member of the Board of Directors of the Company and each of its subsidiaries, reporting directly to the Board of Directors of the Company (the “Board”).

2.Duties and Responsibilities of Executive on the Effective Date

(a)During the Employment Period (as defined in Section 4), Executive will devote substantially all of his professional time and efforts to the business of the Company, will act in the best interests of the Company and will perform with due care his duties and responsibilities.  Executive’s duties will include those normally incidental to the position of President and Chief Executive Officer as well as such additional duties as may be assigned to him by the Board.

(b)Executive agrees to cooperate fully with the Board and not engage directly or indirectly in any activity that materially interferes with the performance of Executive’s duties.  During the Employment Period, Executive will not hold outside employment, join, be a member or serve on any corporate, civic, or charitable boards or committees, or perform substantial personal services for parties unrelated to the Company, other than as set forth on Exhibit A, without the advance written approval of the Nominating & Governance Committee of the Board.

(c)Executive represents and covenants to the Company that he is not subject to, or a party to, any employment agreement, non-competition covenant, non-solicitation agreement, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing his duties and responsibilities under this Agreement.

(d)Except as set forth on Exhibit B, Executive acknowledges and agrees that Executive owes the Company a duty of loyalty and that any obligations described in this Agreement are in addition to, and not in lieu of, any obligations Executive owes the Company as a matter of law.

3.Compensation

(a)Base Salary   Commencing on the Signature Date and during the Employment Period, the Company will pay to Executive an annual base salary of $275,000 (the “Base Salary”), payable on a not less than a semi-monthly basis, in conformity with the Company’s customary payroll practices for executive salaries.  Executive’s Base Salary shall be reviewed for adjustment by the Compensation Committee of the Board

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(“Compensation Committee”) annually commencing at year-end 2013.  For all purposes of this Agreement, Executive’s Base Salary will include any portion thereof which Executive elects to defer under any nonqualified plan or arrangement.

(b)Annual Performance Bonus   Executive will be eligible for an annual cash discretionary performance bonus with respect to each calendar year during the Employment Period (the “Annual Performance Bonus”), which will consist of a payment targeted at 60% of Base Salary during the first calendar year of the Employment Period, pro-rated for the year, and targeted at a percent of Base Salary to be set by the Compensation Committee for calendar years following 2013.  The amount, if any, of the Annual Performance Bonus will be determined by the Compensation Committee, acting in its sole and complete discretion, based on performance objectives established for the first calendar year of the Employment Period to be agreed to between Executive and the Compensation Committee within 60 calendar days following the Signature Date.  Following 2013, the Annual Performance Bonus will be targeted at 60% of then current Base Salary or such higher percentage as the Compensation Committee determines, and the Compensation Committee will, on an annual basis (at or near the beginning of each calendar year in the Employment Period) establish performance objectives for Executive for that calendar year, and will communicate such objectives to Executive.  The Compensation Committee will consult with Executive regarding annual performance objectives, but will establish such objectives in its sole discretion.  Annual Performance Bonus determinations are typically made by the Compensation Committee within 90 calendar days after the end of each calendar year, and Annual Performance Bonus amounts shall be paid as soon as administratively practicable thereafter, but in all events in the calendar year following the calendar year for which the Annual Performance Bonus was earned.

(c)Equity Incentive Compensation   On the Signature Date the Compensation Committee will grant Executive 25,000 shares of restricted stock and Incentive Stock Options to purchase 55,000 shares of common stock (at the price at the close of the market on the Signature Date); one-third of such shares and options shall vest in equal one-third installments on the first, second and third anniversary dates of the Signature Date; the remaining two-thirds of such shares and options shall vest over three years subject to achievement of annual performance objectives to be agreed within 60 calendar days following the Signature Date by Executive and the Compensation Committee.  If additional equity is approved by the Company’s shareholders at the 2013 annual general meeting, the Chairman of the Compensation Committee will recommend approval by the Compensation Committee of a second long-term incentive; however, the approval of such a recommendation lies in the sole and complete discretion of the Compensation Committee.  If a second award is granted in 2013, it shall be consistent with the vesting provisions of the Equity Incentive Compensation award set forth in this Section 3(c). Following these grants, Executive will be eligible to participate in the Company’s equity incentive compensation programs of the Company in accordance with the policies applicable to other executive positions of the Company, upon such terms as the administrators of the programs determine.

(d)Stock Ownership Target   Within 5 years from the Signature Date, Executive is expected to own shares of Company Common Stock equal in value to three (3) times his original Base Salary of $275,000 per year.  The following will count towards meeting the required ownership level: shares owned directly or beneficially; restricted stock or stock units held under any Company restricted stock or similar program (whether vested or unvested); shares owned jointly with or in trust for immediate family members residing in the same household; and shares subject to any vested but unexercised stock options.  The value of the stock held by Executive on any date of determination will be equal to the greater of: (i) Executive’s acquisition cost; and (ii) the average market price per share of the Common Stock on the last trading day of each of the four completed quarters prior to the determination.

(f)Withholding   Executive’s Base Salary, Annual Performance Bonus, and other compensation payments hereunder will be subject to such payroll and other taxes, withholdings, assessments and deductions as may be required by applicable law.

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4.Term of Employment

(a)The initial Term of this Agreement will be for the period beginning on the Signature Date and ending at midnight (Eastern Time) on the first anniversary of the Signature Date.  The Term will be extended automatically for successive one-year periods unless either party gives the other written notice of its intent to terminate the Agreement not less than 90 days prior to the end of the then-current Term.  The initial Term and any extensions are hereinafter referred to as the “Term.”  The date on which this Agreement is terminated at the end of the Term or in accordance with Section 6 will be referred to herein as the “the Termination Date,” and the parties shall ensure that Executive incurs a “separation from service,” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the Termination Date.

(b)The period commencing on the Signature Date and ending at the close of business on the Termination Date will constitute the “Employment Period.”

(c)Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time during the Employment Period in accordance with Section 6.

5.Benefits

Subject to the terms and conditions of this Agreement, Executive will be entitled to the following benefits during the Employment Period:

(a)Reimbursement of Business Expenses   The Company agrees to promptly reimburse Executive for reasonable business-related expenses incurred in the performance of Executive’s duties under this Agreement in accordance with Company policies.

(b)Benefit Plans and Programs   To the extent permitted by applicable law, Executive (and where applicable, his plan-eligible dependents) will be eligible to participate in all benefit plans and programs, including improvements or modifications of the same, then being actively maintained by the Company for the benefit of its executive employees (or for an employee population which includes its executive employees), subject in any event to the eligibility requirements and other terms and conditions of those plans and programs, including, without limitation, 401(k) plan, medical and dental insurance, life insurance and disability insurance.  The Company will not, however, by reason of this Section 5(b), have any obligation to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program.

(c)Base of Operations   Executive’s base of operations will be at Company’s offices located in Denver, Colorado.  Executive may be required to work for extended periods of time outside of his Base of Operations.

(d)Vacation   Executive shall be entitled to 4 weeks of paid vacation annually, which shall be prorated for 2013 based upon the Signature Date of this Agreement.

6.Termination of Agreement

(a)Automatic Termination in the Event of Death   This Agreement will automatically terminate in the event of Executive’s death.

(b)Company’s Right to Terminate   At any time during the Employment Period, the Company will have the right to terminate this Agreement for any of the following reasons:

(1)Upon Executive’s Disability (as defined below);

(2)For Cause (as defined in Section 7); or

(3)For any other reason whatsoever, in the sole and complete discretion of the Company.

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(c)Executive’s Right to Terminate   At any time during the Employment Period, Executive will have the right to terminate this Agreement for:

(1)Good Reason (as defined in Section 7); or

(2)For any other reason whatsoever, in the sole and complete discretion of Executive.  An election by Executive not to renew this Agreement at the end of the Term will constitute a termination of this Agreement by Executive under this subsection.

(d)Disability   For purposes of this Agreement, “Disability” means that Executive has sustained sickness or injury that renders Executive incapable of performing substantially all of the duties and responsibilities required of Executive hereunder for a period of 90 consecutive calendar days or a total of 120 calendar days during any 12-month period.  The existence of a Disability will be determined in the sole and complete discretion of the Board.

(e)Notices   Any termination of this Agreement by the Company under Section 6(b) or by Executive under Section 6(c) will be communicated by a Notice of Termination to the other party.  A “Notice of Termination” means a written notice that:  (i) indicates the specific termination provision in this Agreement relied upon; and (ii) if the termination is by the Company for Cause or by Executive for Good Reason, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. The Notice of Termination must specify the Termination Date.  The Termination Date may be as early as 14 calendar days after the Notice of Termination is given but no later than 60 calendar days after the Notice of Termination is given, unless otherwise agreed to by the parties in writing.

(f)Resignation from Board   Upon termination of this Agreement, Executive will immediately resign from the Board, unless otherwise agreed to in writing by the parties.

7.Severance Payments

(a)Termination by the Company   If the Company terminates this Agreement during the Employment Period pursuant to Sections 6(b)(1) or 6(b)(3), then the Company will pay Executive severance in the amount of one (1) year’s Base Salary in a lump sum within 30 days after the Termination Date subject to all applicable withholding.

(b)Termination by Executive for Good Reason   If Executive terminates this Agreement during the Employment Period pursuant to Section 6(c)(1), then the Company will pay Executive severance in the amount of one (1) year’s Base Salary in a lump sum within 30 days after the Termination Date subject to all applicable withholding.

(c)Termination by Executive for Good Reason after a Change in Control   If a Change in Control (as defined below) occurs and Executive is terminated pursuant to Section 6(b)(3) or terminates this Agreement during the Employment Period pursuant to Section 6(c)(1) within 90 days after such occurrence, then the Company will pay Executive severance in the amount of two (2) years’ Base Salary, in a lump sum within 30 days after the Termination Date subject to all applicable withholding.

(d)Termination upon Failure to Renew by the Company   In the event that this Agreement terminates at the end of the Term and is not renewed as a result of a decision by the Company not to renew this Agreement, prior to a decision by Executive not to renew this Agreement, the Company will pay Executive severance in the amount of one (1) year’s Base Salary in a lump sum within 30 days after the Termination Date subject to all applicable withholding.

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(e)Additional Benefits   If the Company is required to pay Executive severance pursuant to Section 7(a), 7(b), 7(c), or 7(d), then:

(1)Such severance will be paid in addition to any other payments the Company makes to Executive (including, without limitation, salary, bonuses, equity plans, incentive compensation plans, fringe benefits, and expense reimbursements) in discharge of the Company’s obligations to Executive under this Agreement with respect to periods ending coincident with or prior to the Termination Date.

(2)Payments under Sections 7(a), 7(b), 7(c), or 7(d) will be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees and/or its executives except to the extent otherwise expressly provided in such severance pay plan or program.

(3)The expiration date of any options held by Executive will be extended to a date that is 90 days after the Termination Date.

In addition to the foregoing benefits but only in the event the Company is required to pay Executive severance by the express terms of Section 7(c), to the extent Executive has not previously vested in such rights (whether in accordance with Section 8 hereof of otherwise), Executive will become fully vested in all of the rights and interests held by Executive under the Company’s stock and other equity plans as of the Termination Date, including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares.

(f)Cause   For the purposes of this Agreement, “Cause” means the occurrence or existence, prior to occurrence of circumstances constituting Good Reason, of any of the following events during the Employment Period:

(1)Executive’s gross negligence or material mismanagement in performing, or material failure or inability (excluding as a result of death or Disability) to perform, Executive’s duties and responsibilities as described herein or as lawfully directed by the Board;

(2)Executive’s willful misconduct or material dishonesty against the Company or any of its affiliates (including theft, misappropriation, embezzlement, forgery, fraud, falsification of records, or misrepresentation) or any act that results in material injury to the reputation, business or business relationships of the Company or any of its affiliates;

(3)Executive’s material breach of: (i) this Agreement; (ii) any fiduciary duty owed by Executive to the Company or its affiliates; or (iii) any written workplace policies applicable to Executive (including the Company’s code of conduct and policy on workplace harassment) whether adopted on or after the date of this Agreement, provided that the Board gives Executive written notice of such breach within 90 calendar days from the first date that the Board is aware, or reasonably should be aware, of such breach.

(4)Executive’s having been convicted of, or having entered a plea bargain, a plea of nolo contendere or settlement admitting guilt for, any felony, any crime of moral turpitude, or any other crime that could reasonably be expected to have a material adverse impact on the Company’s or any of its affiliates’ reputations; or

(5)Executive’s having committed any material violation of any federal law regulating securities (without having relied on the advice of the Company’s attorney) or having been the subject of any final order, judicial or administrative, obtained or issued by the Securities and Exchange Commission, for any securities violation involving fraud,

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including, for example, any such order consented to by Executive in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied.

(g)Good Reason   For the purposes of this Agreement, “Good Reason” means the occurrence, prior to the occurrence of circumstances constituting Cause, of any of the following events during the Employment Period without Executive’s consent:

(1)Any material breach by the Company of this Agreement, provided that Executive gives the Board written notice of such breach within 90 days from the first date that he is aware, or reasonably should be aware, of such breach and such breach is not remedied within 30 days of the Board’s receipt of such written notice;

(2)A material reduction in Executive’s authority or job duties, responsibilities and requirements that is inconsistent with Executive’s position as President and Chief Executive Officer of the Company and Executive’s prior authority, duties, responsibilities and requirements;

(3)A material reduction in the Executive’s Base Salary or Annual Performance Bonus opportunity unless a proportionate reduction is made to the Base Salary or business opportunity of all of the Company’s executives; or

(4)Any requirement that Executive move his primary residence from the Denver, Colorado metropolitan area.

(h)Exclusive Payments   Except as provided above, no severance or other payment in the way of severance will be made to Executive upon termination of this Agreement.

8.Change of Control

(a)If a Change of Control occurs during the Employment Period, Executive will thereupon become 100% vested in all of the rights and interests then held by Executive under the Company’s stock and other equity plans (to the extent not already vested), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares.

(b)Change of Control   For the purposes of this Agreement, “Change of Control” means that, after the Signature Date, the following two events have occurred:  (1) the Executive (i) is requested to resign by the Company, (ii) is terminated by the Company, (iii) is demoted or his responsibilities are materially changed by the Company, or (iv) events or circumstances have occurred that constitute Good Reason; and (2) one of the following has occurred:  (i) any person or group of affiliated or associated persons (other than Resource Capital Fund V, L.P. (“RCF”) or RMB Australia Holdings, Ltd. (“RMB”) or the affiliates, subsidiaries, parents or other related entities of RCF or RMB) acquires more than 50% of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company; (iv) a majority of the members of the Board are replaced during any 12-month period; or (v) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than 50.1% of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.

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9.Parachute Payment

Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Code or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax.  In the event that the Payments are to be reduced pursuant to this Section 9, such Payments shall be reduced such that the reduction of compensation to be provided to Executive as a result of this Section 9 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 9 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company, and the Company shall bear all fees and costs incurred in performing such calculations.

10.Conflicts of Interest

Executive agrees that he will promptly disclose to the Board any conflict of interest involving Executive upon Executive becoming aware of such conflict.  Executive’s ownership of an interest not in excess of five percent in a business organization that competes with the Company will not be deemed to constitute a conflict of interest.

11.Confidentiality

The Company agrees to provide Executive valuable Confidential Information of the Company and of third parties who have supplied such information to the Company.  In consideration of such Confidential Information and other valuable consideration provided hereunder, Executive agrees to comply with this Section 11.

(a)Confidential Information  For the purposes of this Agreement, “Confidential Information” means, without limitation and regardless of whether such information or materials are expressly identified as confidential or proprietary: (i) any and all material non-public, confidential or proprietary information or work product of the Company or its affiliates; (ii) any non-public information that gives the Company or its affiliates a material competitive business advantage or the opportunity of obtaining such advantage; (iii) any material non-public information the disclosure or improper use of which is reasonably expected to be materially detrimental to material interests of the Company or its affiliates; (iv) any material trade secrets of the Company or its affiliates; and (v) any other material non-public information of or regarding the Company or any of its affiliates, or its or their past, present or future, direct or indirect, potential or actual officers, directors, employees, owners, or business partners, including but not limited to information regarding any of their material businesses, operations, assets, liabilities, properties, systems, methods, models, processes, results, performance, investments, investors, financial affairs, future plans, business prospects, acquisition or investment opportunities, strategies, business partners, business relationships, contracts, contractual relationships, organizational or personnel matters, policies or procedures, management or compensation matters, compliance or regulatory matters, as well as any technical, seismic, industry, market or other data, studies or research, or any forecasts, projections, valuations, derivations or other analyses, performed, generated, collected, gathered, synthesized, purchased or owned by, or otherwise in the possession of, the Company or its affiliates or which Executive has learned of through his employment with the Company.  Confidential Information also includes any non-public, confidential or proprietary information about or belonging to any third party that the Company or its affiliates have agreed in writing to keep confidential.  Notwithstanding the foregoing,

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Confidential Information does not include any information which is or becomes generally known by the public other than as a result of Executive’s actions or inactions.

(b)Protection   Executive promises, except in the regular course of the Company’s business or as required by law: (i) to keep Confidential Information, and all documentation, materials and information relating thereto, strictly confidential; (ii) not to use the Confidential Information for any purpose other than as required in connection with fulfilling his duties as President and Chief Executive Officer for the benefit of the Company; and (iii) to return to the Company all documents and electronically stored information containing Confidential Information in Executive’s possession upon separation from the Company for any reason.

(c)Disclosure Required By Law   If Executive is legally required to disclose any Confidential Information, Executive will promptly notify the Company in writing of such request or requirement so that the Company may seek an appropriate protective order or other relief.  Executive agrees to cooperate with and not to oppose any effort by the Company to resist or narrow such request or to seek a protective order or other appropriate remedy.  In any case, Executive will: (i) disclose only that portion of the Confidential Information that, according to the advice of Executive’s counsel, is required to be disclosed (and Executive’s disclosure of Confidential Information to Executive’s counsel in connection with obtaining such advice will not be a violation of this Agreement); (ii) use reasonable efforts to obtain assurances that such Confidential Information will be treated confidentially; and (iii) promptly notify the Company in writing of the items of Confidential Information so disclosed.

(d)Third-Party Confidentiality Agreements   To the extent that the Company possesses any Confidential Information which is subject to any confidentiality agreements with, or obligations to, third parties, Executive will comply with all such agreements or obligations in full.

(e)Survival   The covenants made by Executive in this Section 11, will survive termination of this Agreement for five (5) years following the Termination Date.

12.Non-Competition & Non-Solicitation

Executive acknowledges that the Company has invested substantial time, money and resources in the development and retention of its Confidential Information, customers, accounts and business partners, and further acknowledges that during the course of Executive’s employment with the Company Executive has had and will have access to the Company’s Confidential Information and will be introduced to existing and prospective customers, suppliers, accounts and business partners of the Company.  Executive acknowledges and agrees that any and all goodwill associated with any existing or prospective customer, supplier, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between Executive and any existing or prospective customers, supplier’s accounts or business partners.  Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his use of such skills on its behalf.

In recognition of this, Executive agrees that:

(a)During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not, without the prior written consent of the Company, (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder, or in any other capacity whatsoever) perform any work in the United States related in any way to uranium mining on behalf of any entity or person other than the Company (including Executive).

(b)During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not entice, solicit or encourage any Company employee to leave the employ of the Company or any independent contractor to sever its engagement with the Company, absent prior written consent from the Company.

8

(c)During the Term of this Agreement, and for a period of one (1) year thereafter, Executive may not, directly or indirectly, entice, solicit or encourage any customer, prospective customer or supplier of the Company to cease doing business with the Company, reduce its relationship with the Company or refrain from establishing or expanding a relationship with the Company.

13.Withholdings

The Company may withhold and deduct from any payments made or to be made pursuant to this Agreement all federal, state, local and other taxes as may be required pursuant to any applicable law or governmental regulation or ruling and any other deductions consented to in writing by Executive.

14.Severability

It is the desire of the parties hereto that this Agreement be enforced to the maximum extent permitted by law and should any provision contained herein be held unenforceable by a court of competent jurisdiction or arbitrator (pursuant to Section 16), the parties hereby agree and consent that such provision will be reformed to create a valid and enforceable provision to the maximum extent permitted by law; provided, however, if such provision cannot be reformed, it will be deemed ineffective and deleted from this Agreement without affecting any other provision of this Agreement.

15.Title and Headings; Construction

Titles and headings to Sections and paragraphs are for the purpose of reference only and will in no way limit, define or otherwise affect the provisions of this Agreement.  Any and all Exhibits referred to in this Agreement are, by such reference, incorporated herein and made a part hereof for all purposes.  The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” will refer to the entire Agreement and not to any particular provision hereof.  Both parties to this Agreement have approved all language in this Agreement and the language in this Agreement will not be strictly construed in favor of or against either party.

16.Arbitration; Injunctive Relief; Attorneys’ Fees

(a)Subject to Section 16(b), any dispute, controversy or claim between Executive and the Company arising out of or relating in any way to: (i) this Agreement, (ii) Executive’s employment with Company, or (iii) the termination of either (other than with respect to claims arising exclusively under one or more of the Company’s employee benefit plans subject to ERISA), will be finally settled by confidential arbitration in Denver, Colorado before the American Arbitration Association in accordance with its then-existing rules for the resolution of employment disputes.  The arbitrator’s award will be final and binding on both parties.

(b)Notwithstanding Section 16(a), an application for emergency, temporary, or preliminary injunctive relief by either party will not be subject to arbitration under this Section 16; provided, however, that the remainder of any such dispute (beyond the application for emergency, temporary, or preliminary injunctive relief) will be subject to arbitration under this Section 16.  Executive acknowledges that Executive’s violation of Sections 10, 11 and/or 12 of this Agreement may cause irreparable harm to the Company.  Executive agrees that the Company will be entitled as a matter of right to specific performance of Executive’s obligations under Sections 10, 11, and/or 12 and an emergency, temporary or preliminary injunction from any court of competent jurisdiction restraining any violation or further violation of such agreements by Executive or others acting on Executive’s behalf, without posting a bond.  The Company’s right to injunctive relief will be cumulative and in addition to any other remedies provided by law or equity.

(c)Each side will share equally the cost of the arbitrator and bear its own costs and attorneys’ fees incurred in connection with any arbitration, unless a statutory claim authorizing the award of attorneys’ fees is at

9

issue, in which event the arbitrator may award a reasonable attorneys’ fee in accordance with the jurisprudence of that statute.

(d)Nothing in this Section 16 will prohibit a party to this Agreement from: (i) instituting litigation to enforce any arbitration award; or (ii) joining another party to this Agreement in litigation initiated by a person who is not a party to this Agreement.

17.Governing Law

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.  THE EXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION 16 FOR ANY REASON) SHALL BE IN THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO DENVER, COLORADO AND THE PARTIES HEREBY EXPRESSLY CONSENT TO THE JURISDICTION OF THOSE COURTS.

18.Entire Agreement and Amendment

This Agreement contains the entire agreement of the parties with respect to Executive’s employment and the other matters covered herein (except to the extent that other agreements are specifically referenced herein); moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties hereto concerning the subject matter hereof and thereof.  This Agreement may be amended, waived or terminated only by a written instrument executed by both parties hereto.

19.Survival of Certain Provisions

Wherever appropriate to the intention of the parties, the respective rights and obligations of the parties, including but not limited to the rights and obligations set forth in Sections 6 through 16, will survive any termination or expiration of this Agreement for any reason.

20.Waiver of Breach

No waiver by either party of a breach of any provision of this Agreement by the other party, or of compliance with any condition or provision of this Agreement to be performed by such other party, will operate or be construed as a waiver of any subsequent breach by such other party or any similar or dissimilar provision or condition at the same or any subsequent time.  The failure of either party to take any action by reason of any breach will not deprive such party of the right to take action at any time while such breach continues.

21.Assignment

Neither this Agreement nor any rights or obligations hereunder will be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except as follows.  This Agreement shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Agreement if no succession had taken place.  In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Agreement, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.  The term “Company,” as used in this Agreement, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Agreement.

10

22.Notices

Notices provided for in this Agreement will be in writing and will be deemed to have been duly received:  (a) when delivered in person or sent by facsimile with receipt confirmed; (b) on the first business day after such notice is sent by recognized express overnight courier service; or (c) on the third business day following deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed, to the following address, as applicable:

(a)If to Company, addressed to: 405 Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067; Attn:  Chairman, Board of Directors.

(b)If to Executive, addressed to the address provided to the Company, or

(c)To such other address as either party may have furnished to the other party in writing in accordance with this Section 22.

23.Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.  Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one party, but together signed by both parties.

24.Other Definitions

The parties agree that as used in this Agreement the following terms will have the following meanings: an “affiliate” of a person means any person directly or indirectly controlling, controlled by, or under common control with, such person; the terms “controlling, controlled by, or under common control with” mean the possession, directly or indirectly, of the power to direct or influence or cause the direction or influence of management or policies (whether through ownership of securities or other ownership interest or right, by contract or otherwise) of a person; the term “person” means a natural person, partnership (general or limited), limited liability Company, trust, estate, association, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity, in each case, whether domestic or foreign.

25.Internal Revenue Code Section 409A Compliance

(a)General   The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code.  Notwithstanding any provision of this Agreement to the contrary, in the event that the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company shall have the right to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes or interest thereunder; provided, however, that this Section 25 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions or to indemnify the Executive for any failure to do so.  Executive shall, at the request of the Company, take any action (or refrain from taking any action) required to comply with any correction procedure promulgated pursuant to Section 409A of the Code.

11

(b)Exceptions to Apply   The Company shall apply the exceptions provided in Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9) and all other applicable exceptions or provisions of Section 409A of the Code to the payments and benefits provided under this Agreement so that, to the maximum extent possible such payments and benefits are not “nonqualified deferred compensation” subject to Section 409A of the Code.  All payments and benefits provided under this Agreement shall be deemed to be separate payments (and any payments made in installments shall be deemed a series of separate payments) and a separately identifiable or designated amount for purposes of Section 409A of the Code.

(c)Taxable Reimbursements   To the extent that any payments or reimbursements provided to Executive are deemed to constitute “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred.  The amount of any payments or expense reimbursements that constitute compensation in one year shall not affect the amount of payments or expense reimbursements constituting compensation that are eligible for payment or reimbursement in any subsequent year, and Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(d)Specified Employee   Notwithstanding anything to the contrary in this Agreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Section 409A of the Code shall be paid to Executive during the 6-month period following his Termination Date to the extent that the Company determines that Executive is a “specified employee” and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code.  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes, including as a result of Executive’s death), the Company shall pay to Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such 6-month period.

26.Full Settlement

The Company’s obligations, if any, to make payments to Executive under Section 7 will not be reduced by any failure of Executive to seek other employment.  The payments under Section 7 will not be reduced if Executive obtains other employment.

27.Indemnification and Directors and Officers Insurance

In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct.  The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses.

12

Executive and the Company have executed this Agreement to be effective for all purposes as of the Signature Date.

EXECUTIVE:	URANIUM RESOURCES, INC.:
/s/ Christopher M. Jones	/s/ Terence J. Cryan
Christopher M. Jones	Terence J. Cryan
	Interim President and CEO and
	Member of the Board of Directors

13

EXHIBIT A

Executive serves as a member of the Board of Directors of a home owners association.

14

EXHIBIT B

Executive is subject to certain confidentiality obligations to one or more parties engaged in industries not relevant to the uranium mining business

15

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

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

I, Christopher M. Jones, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: May 10, 2013

/s/ Christopher M. Jones

Title: President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

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

I, Thomas H. Ehrlich, certify that:

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

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

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

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date: May 10, 2013

/s/ Thomas H. Ehrlich

Title: Vice President - Finance and Chief Financial
Officer

EX-32.1

Exhibit 32.1

URANIUM RESOURCES, INC.

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

May 10, 2013

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

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

(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2013 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ Christopher M. Jones

Christopher M. Jones

President and Chief Executive Officer

May 10, 2013

EX-32.2

Exhibit 32.2

URANIUM RESOURCES, INC.

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

May 10, 2013

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

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

(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2013, which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/s/ Thomas H. Ehrlich

Thomas H. Ehrlich

Vice President and Chief Financial Officer

May 10, 2013

XML

STOCK BASED COMPENSATION (Details) (USD $)	3 Months Ended							0 Months Ended	3 Months Ended	0 Months Ended			3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Minimum	Mar. 31, 2013 Maximum	Mar. 31, 2013 Stock options	Mar. 31, 2013 Stock options Grant in period, one	Mar. 31, 2013 Stock options Grant in period, two	Mar. 12, 2013 Stock options President/CEO	Mar. 31, 2013 Stock options Former Executive Officer	Jan. 16, 2013 Stock options Non-employee directors	Mar. 12, 2013 Restricted stock President/CEO	Mar. 12, 2013 Restricted stock Former Executive Officer	Mar. 31, 2013 Restricted stock Former Executive Officer
Stock-Based Compensation Plans
Stock compensation expense (in dollars)	$ 245,000	$ 193,000							$ 134,000				$ 43,000
Stock options granted (in shares)	60,000							55,000		5,000
Restricted stock granted (in shares)											25,000	25,000
Weighted average fair value of the options granted
Fair market value (in dollars per share)					$ 2.09	$ 3.30	$ 1.98
Expected volatility (as a percent)						84.00%	89.00%
Risk-free interest rate (as a percent)						2.60%	1.40%
Expected life						7 years 9 months 18 days	5 years 8 months 12 days
Total estimated unrecognized compensation cost (in dollars)	$ 527,000
Weighted average vesting period over which compensation cost is expected to be recognized			1 year	3 years
Shares available for grant					156,434

XML

PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2013

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

4. PROPERTY, PLANT AND EQUIPMENT

	Property, Plant and Equipment Balances (net) at
	3/31/2013		12/31/2012
Uranium plant	$	10,886,000	$	10,913,000
Permits and licenses	4,098,000		3,902,000
Mineral rights	4,000,000		3,873,000
Value beyond proven and probable reserves (VBPP)	20,274,000		20,274,000
Evaluation and delineation	2,460,000		2,460,000
Vehicles/depreciable equipment	1,390,000		1,435,000
Wellfield development	153,000		153,000
Other uranium properties	239,000		246,000
Other property, plant and equipment	424,000		458,000
Total	$	43,924,000	$	43,714,000

Impairment of Uranium Properties

At March 31, 2013 and 2012, the carrying value of the project assets at each of our South Texas production locations exceeded their fair value as a result of a decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects.  Such determination resulted in an impairment provision of approximately $279,000 and $269,000 for the first quarters of 2013 and 2012, respectively.  The impairment provision for the first quarters of 2013 and 2012, respectively were $96,000 and $168,000 related to Kingsville Dome, $178,000 and $87,000 related to Vasquez and $5,000 and $14,000 for Rosita. The net carrying values of the Kingsville Dome, Rosita and Vasquez projects are approximately $5.4 million, $4.9 million and $412,000 at March 31, 2013.

XML

EARNINGS PER SHARE (Details)	3 Months Ended
	Mar. 31, 2013
EARNINGS PER SHARE
Dilutive securities (in shares)	0
Potential dilutive common stock excluded from the calculation of diluted earnings per share (in shares)	477,147

XML

ASSET RETIREMENT OBLIGATIONS (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Change in the balance of the restoration and reclamation liability
Reserve for future restoration and reclamation costs at the beginning of the period	$ 4,498,057
Additions and changes in cash flow estimates	272,667
Costs incurred	(489,153)
Accretion expense	97,435	23,119
Reserve for future restoration and reclamation costs at the end of the period	$ 4,379,006

XML

COMMITMENTS AND CONTINGENCIES (Details)	3 Months Ended	1 Months Ended
	Mar. 31, 2013 Other officers	Mar. 31, 2013 CEO/President item
Compensation Agreements
Period to receive certain rights and benefits in the event of change in control	24 months
Term of compensation agreement		1 year
Number of year's base salary will be paid in the event of employment termination following a change in control		2
Period within which salary and bonus will be entitled in the event of employment termination following a change in control		30 days
Number of years for salary and bonus entitlement in the event of Company terminating the Compensation Agreement other than for cause or elects not to renew agreement		1 year
Period within which salary and bonus will be entitled in the event of Company terminating the Compensation Agreement other than for cause or elects not to renew agreement		30 days

XML

LIQUIDITY

3 Months Ended

Mar. 31, 2013

LIQUIDITY

LIQUIDITY

3. LIQUIDITY

The Company had negative cash flow from operations of $3.6 million for the first quarter of 2013.  Our cash position was $4.4 million at March 31, 2013 and $7.9 million at April 30, 2013. During April 2013, the Company paid certain expenditures that are annual or quarterly in nature or are non-recurring costs; such payments totaled approximately $840,000. The Company is not currently commercially producing uranium and as such does not anticipate generating any significant sales revenues in 2013.

In March, 2013, the Company completed a Shareholder Rights Offering (“Rights Offering”) whereby all of the Company’s shareholders and warrant holders were eligible to participate on an equal, proportional basis in purchasing shares of common stock of the Company. Each URI shareholder and warrant holder received one subscription right for each share of common stock owned or subject to a warrant as of the record date. Every subscription right entitled the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share. Under the Rights Offering the Company received $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from Resource Capital Fund V L.P. (“RCF”) whereby RCF was issued 1.96 million shares of the Company’s common stock bringing its ownership percentage in the Company to 32.8%.

In February 2013, the Company secured a new source to satisfy its financial surety obligations for the Texas regulatory agencies.  Previously, the Company had met its financial surety obligations through a combination of bank issued letters of credit (the “L/Cs”) and bonds issued for the benefit of the Company. These financial surety arrangements required the Company to fully collateralize the face amount of the L/C’s and the bonds with short term investment vehicles.  This requirement resulted in the Company posting $9.3 million in cash that was restricted for the purpose of collateralizing these obligations.  The Company’s new financial surety arrangements are provided by Lexon Insurance Company (“Lexon”) in the form of bonds issued for the benefit of the Company.  The amount of the bonds written by Lexon total approximately $9.0 million and the collateral requirements of these bonds requires the Company to maintain 40% of the value of the bonds in the form of restricted cash.  This change in collateral requirement occurred in April 2013 and reduced the amount of restricted cash required by the Company to $3.6 million and resulted in a corresponding increase in cash to the Company of $5.4 million.

In the fourth quarter of 2011, the Company entered into an At-The-Market Sales Agreement with BTIG, LLC, allowing it to sell from time to time, its common shares having an aggregate offering price of up to $15.0 million, through an “at-the-market” equity offering program (“ATM Sales Agreement”). The Company did not make any sales under the ATM Sales Agreement in the first quarter of 2013 and has a total of $9.0 million available for future sales under the ATM Sales Agreement.

The Company expects that its existing cash and funding available under the ATM Sales Agreement will provide it the necessary liquidity moving forward for 2013. Additional funding available under the ATM Sales Agreement is subject to market conditions. In the event funds are not available, we may be required to change our planned business strategies.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 4,350,219	$ 4,664,596
Receivables, net		276,801
Prepaid and other current assets	452,961	431,427
Total current assets	4,803,180	5,372,824
Property, plant and equipment, at cost:
Uranium properties	107,963,263	107,672,404
Other property, plant and equipment	1,365,055	1,360,598
Less-accumulated depreciation, depletion and impairment	(65,404,296)	(65,318,921)
Net property, plant and equipment	43,924,022	43,714,081
Long-term investment:
Certificates of deposit, restricted	9,497,497	9,491,865
Total assets	58,224,699	58,578,770
Current liabilities:
Accounts payable	1,134,536	1,331,888
Note payable		5,000,000
Current portion of asset retirement obligations	1,003,049	1,160,378
Royalties and commissions payable	665,745	665,745
Accrued interest and other accrued liabilities	746,474	859,981
Current portion of capital leases	78,980	112,140
Total current liabilities	3,628,784	9,130,132
Asset retirement obligations	3,375,957	3,337,679
Other long-term deferred credits	500,000	500,000
Long term capital leases, less current portion	10,972	17,582
Long-term debt, less current portion	450,000	450,000
Total liabilities	7,965,713	13,435,393
Commitments and contingencies (Note 10)
Shareholders' equity:
Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2013-19,821,681; 2012-16,150,163	19,825	16,154
Paid-in capital	216,601,079	207,338,549
Accumulated deficit	(166,352,500)	(162,201,908)
Less: Treasury stock (3,813 shares), at cost	(9,418)	(9,418)
Total shareholders' equity	50,258,986	45,143,377
Total liabilities and shareholders' equity	$ 58,224,699	$ 58,578,770

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2013

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

1. DESCRIPTION OF BUSINESS

Uranium Resources, Inc. (URI) is a uranium exploration, development and production company. We were organized in 1977 to acquire and develop uranium mines in South Texas using the in-situ recovery mining process (ISR). URI has historically produced uranium by ISR methods in the state of Texas where the Company currently has ISR mining projects, including two licensed processing facilities. We also have 206,600 acres of mineral holdings with 144.8 million pounds U3O8 of in-place mineralized uranium material in New Mexico and a NRC license to produce up to 3 million pounds per annum of uranium on certain of its New Mexico projects. The Company acquired these properties over the past 20 years along with an extensive information database of historic mining logs and analysis. None of URI's properties are currently in production.

The Company's vision is to be a leading U.S. uranium developer and producer. Our strategy is to create wealth for shareholders by advancing our projects in a way which both conserves cash and best positions us to return to production when uranium markets improve. In Texas, our focus is to add quality reserves within an economic distance of each licensed ISR processing facility through exploration activities and/or through value accretive acquisitions. In New Mexico, we will continue to progress the Churchrock Section 8 ISR project and also assess the potential of our significant resource base, for the development of larger scale projects on a standalone basis or with partners.

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PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	$ 43,924,022		$ 43,714,081
Impairment provision	279,429	268,923
Uranium plant
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	10,886,000		10,913,000
Permits and licenses
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	4,098,000		3,902,000
Mineral rights
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	4,000,000		3,873,000
VBPP
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	20,274,000		20,274,000
Evaluation and delineation
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	2,460,000		2,460,000
Vehicles/depreciable equipment
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	1,390,000		1,435,000
Wellfield development
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	153,000		153,000
Other uranium properties
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	239,000		246,000
Other property, plant and equipment
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment Balances (net)	424,000		458,000
Kingsville Dome Property
PROPERTY, PLANT AND EQUIPMENT
Impairment provision	96,000	168,000
Net carrying value of the property	5,400,000
Rosita Property
PROPERTY, PLANT AND EQUIPMENT
Impairment provision	5,000	14,000
Net carrying value of the property	4,900,000
Vasquez Property
PROPERTY, PLANT AND EQUIPMENT
Impairment provision	178,000	87,000
Net carrying value of the property	$ 412,000

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SHAREHOLDERS' EQUITY (Details) (USD $)	0 Months Ended	3 Months Ended		1 Months Ended	0 Months Ended	1 Months Ended		3 Months Ended		1 Months Ended			3 Months Ended
	Jan. 22, 2013	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Rights offering item	Mar. 05, 2013 RCF Short term financing	Mar. 31, 2013 RCF Short term financing	Jan. 31, 2013 RCF Short term financing	Mar. 31, 2013 RCF Short term financing	Dec. 31, 2012 RCF Short term financing	Mar. 31, 2013 RCF Rights offering Short term financing	Jan. 31, 2013 Cormark Securities, Inc.	Jan. 31, 2013 Neutron Energy, Inc. Cormark Securities, Inc.	Mar. 31, 2013 Common Stock	Mar. 31, 2013 Paid-In Capital	Mar. 31, 2013 Accumulated Deficit	Mar. 31, 2013 Treasury Stock	Dec. 31, 2012 Treasury Stock
SHAREHOLDERS' EQUITY
Reverse stock split ratio	0.1
Common stock outstanding before reverse stock split (in shares)	161,100,000
Common stock, shares outstanding	16,150,163	19,821,681											19,821,681
Changes in shareholders equity
Balance at the beginning of the period (in shares)		16,150,163											16,150,161
Balance at the beginning of the period		$ 45,143,377											$ 16,154	$ 207,338,549	$ (162,201,908)	$ (9,418)	$ (9,418)
Net loss		(4,150,592)	(3,606,470)												(4,150,592)
Stock compensation expense														244,985
Common stock issued - payment of loan principal and interest (in shares)						26,482	4,861						1,992,127
Common stock issued - payment of loan principal and interest													1,992	5,093,841
Common stock issued - shareholder rights offering (in shares)													1,547,843
Common stock issued - shareholder rights offering													1,548	3,632,335
Common stock issued for services (in shares)											83,200		83,200
Common stock issued for services		291,500											83	291,417
Restricted stock issuance (in shares)													48,350
Restricted stock issuance													48	(48)
Balance at the end of the period (in shares)	16,150,163	19,821,681											19,821,681
Balance at the end of the period		50,258,986											19,825	216,601,079	(166,352,500)	(9,418)	(9,418)
Net proceeds from sale of shares of common stock in cash				3,600,000
Short term financing repaid										5,000,000
Number of shares of common stock issued upon conversion					1,960,000					1,960,000
Interest accrued on the loan								79,167	16,667
Number of subscription rights issued for each share of common stock owned or subject to a warrant				1
Number of non-transferrable subscription rights received (in shares)				0.3119
Exercise price (in dollars per share)				$ 2.55
Fees related to acquisition												$ 291,500

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2013

BASIS OF PRESENTATION

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2012 Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2013.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	19,821,681	16,150,163
Common stock, shares outstanding	19,821,681	16,150,163
Treasury stock, shares at cost	3,813	3,813

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SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2013

SHAREHOLDERS' EQUITY

Schedule of changes in shareholders equity

	Common Stock			Paid-In			Accumulated			Treasury
	Shares	Amount		Capital			Deficit			Stock
Balances, December 31, 2012	16,150,161	$	16,154	$	207,338,549		$	(162,201,908	)	$	(9,418	)
Net loss	—	—		—			(4,150,592		)	—
Stock compensation expense	—	—		244,985			—			—
Common stock issued — payment of loan principal and interest	1,992,127	1,992		5,093,841			—			—
Common stock issued — shareholder rights offering	1,547,843	1,548		3,632,335			—			—
Common stock issued for services	83,200	83		291,417			—			—
Restricted stock issuance	48,350	48		(48		)	—			—
Balances, March 31, 2013	19,821,681	$	19,825	$	216,601,079		$	(166,352,500	)	$	(9,418	)

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 09, 2013
Document and Entity Information
Entity Registrant Name	URANIUM RESOURCES INC /DE/
Entity Central Index Key	0000839470
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		19,821,681
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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STOCK BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2013

STOCK BASED COMPENSATION

Summary of stock options outstanding

	Outstanding Options
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term —in years	Aggregate Intrinsic Value
Options outstanding at January 1, 2013	317,270	$	24.62
Granted	60,000	2.85
Exercised	—	—
Canceled or forfeited	—	—
Options outstanding at March 31, 2013	377,270	$	21.16	4.2	$	—
Options exercisable at March 31, 2013	293,186	$	25.96	2.7	$	—

Schedule of stock options outstanding and currently exercisable

	Options Outstanding				Options Exercisable
Stock Option Plan	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise price		Number of Options Exercisable	Weighted Average Exercise Price
		(in years)
1995 Stock Incentive Plan	183,406	1.4	$	13.08	183,406	$	13.08
2004 Stock Incentive Plan	95,741	8.0	16.26		36,657	37.21
2004 Directors’ Plan	98,123	5.9	41.05		73,123	52.62
	377,270	4.2	$	21.16	293,186	$	25.96

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cost of uranium sales
Operating expenses	$ 687,217	$ 220,408
Accretion/amortization of restoration reserve	97,435	23,119
Depreciation and depletion	75,899	116,322
Impairment of uranium properties	279,429	268,923
Exploration and land maintenance expenses	98,905	26,715
Total cost of uranium sales	1,238,885	655,487
Loss from operations before corporate expenses	(1,238,885)	(655,487)
Corporate expenses-
General and administrative	2,635,236	3,013,136
Depreciation	45,979	31,884
Total corporate expenses	2,681,215	3,045,020
Loss from operations	(3,920,100)	(3,700,507)
Other income (expense):
Interest expense	(239,718)	(3,547)
Interest and other income, net	9,226	97,584
Net loss	$ (4,150,592)	$ (3,606,470)
Net loss per common share:
Basic (in dollars per share)	$ (0.24)	$ (0.37)
Diluted (in dollars per share)	$ (0.24)	$ (0.37)
Weighted average common shares and common equivalent shares:
Basic (in shares)	17,308,089	9,804,690
Diluted (in shares)	17,308,089	9,804,690

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STOCK BASED COMPENSATION

3 Months Ended

Mar. 31, 2013

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

7. STOCK BASED COMPENSATION

Our stock based compensation programs consist of stock option and restricted stock grants made to employees and directors.

Stock Compensation Expense

Stock compensation expense for the three months March 31, 2013 and 2012 was $245,000 and $193,000, respectively. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

On January 16, 2013 a stock option grant to purchase 5,000 shares of the Company’s common stock was made to a newly appointed non-employee director of the Company.  On March 12, 2013 a total of 25,000 restricted shares of the Company’s common stock and a stock option for the purchase of 55,000 of the Company’s common stock were granted to the President/CEO in connection with his employment with the Company.  Using the Black-Scholes option pricing model, the assumptions for the stock option grants made in the first quarter of 2013: fair market value: $3.30 and $1.98; expected volatility of 84% and 89%; and risk-free interest rate of 2.6% and 1.4%. An expected life of 7.8 years and 5.7 years was used for the options granted. The weighted average fair value of the options granted in the first quarter of 2013 was $2.09.

On March 12, 2013 a total of 25,000 restricted shares of the Company’s common stock were granted to a former executive of the Company in connection with a separation agreement signed with the executive. The Company recognized stock compensation expense for the restricted share grants of $43,000 in the first quarter of 2013 in connection with this issuance.  The Company also extended the exercise period for certain previously issued stock options for this former executive and recognized stock compensation expense for this modification of $134,000 in the first quarter of 2013.

The total estimated unrecognized compensation cost from the unvested stock options and restricted grants at March 31, 2013 was approximately $527,000, which is expected to be recognized over the weighted average vesting period of the individual grants which range from 1-3 years.

Stock Options for the Three Months Ended March 31, 2013

The following table summarizes stock options outstanding and changes during the three month period ended March 31, 2013:

	Outstanding Options
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term —in years	Aggregate Intrinsic Value
Options outstanding at January 1, 2013	317,270	$	24.62
Granted	60,000	2.85
Exercised	—	—
Canceled or forfeited	—	—
Options outstanding at March 31, 2013	377,270	$	21.16	4.2	$	—
Options exercisable at March 31, 2013	293,186	$	25.96	2.7	$	—

Shares available for grant under the Stock Option Plans as of March 31, 2013 were 156,434.

Stock options outstanding and currently exercisable at March 31, 2013 are as follows:

	Options Outstanding				Options Exercisable
Stock Option Plan	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise price		Number of Options Exercisable	Weighted Average Exercise Price
		(in years)
1995 Stock Incentive Plan	183,406	1.4	$	13.08	183,406	$	13.08
2004 Stock Incentive Plan	95,741	8.0	16.26		36,657	37.21
2004 Directors’ Plan	98,123	5.9	41.05		73,123	52.62
	377,270	4.2	$	21.16	293,186	$	25.96

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SHAREHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2013

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

6. SHAREHOLDERS’ EQUITY

Reverse Stock Split

Immediately following the close of trading on January 22, 2013 the Company affected a 1 for 10 reverse stock split for its common stock. With the reverse stock split, every ten shares of the Company’s issued and outstanding common stock were combined into one issued and outstanding share of common stock. The reverse stock split had no effect on the par value of the shares or the authorized number of shares of the Company. The reverse split reduced the number of URI’s outstanding common stock from approximately 161.1 million shares to approximately 16.1 million shares. All share data herein has been retroactively adjusted for the reverse stock split as of December 31, 2012.

The following table details the changes in shareholders equity for the quarter ended March 31, 2013:

	Common Stock			Paid-In			Accumulated			Treasury
	Shares	Amount		Capital			Deficit			Stock
Balances, December 31, 2012	16,150,161	$	16,154	$	207,338,549		$	(162,201,908	)	$	(9,418	)
Net loss	—	—		—			(4,150,592		)	—
Stock compensation expense	—	—		244,985			—			—
Common stock issued — payment of loan principal and interest	1,992,127	1,992		5,093,841			—			—
Common stock issued — shareholder rights offering	1,547,843	1,548		3,632,335			—			—
Common stock issued for services	83,200	83		291,417			—			—
Restricted stock issuance	48,350	48		(48		)	—			—
Balances, March 31, 2013	19,821,681	$	19,825	$	216,601,079		$	(166,352,500	)	$	(9,418	)

See Note 7 — Stock Based Compensation, for further discussion of stock compensation expense and restricted stock issuance.

Equity Infusion—Shareholder Rights Offering

In March 2013, the Company completed the Rights Offering, whereby each URI shareholder and warrant holder received one non-transferrable subscription right for each share of common stock owned or subject to a warrant as of 5:00pm ET on January 28, 2013. Every subscription right entitled the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share.

Under the Rights Offering, the Company raised $3.6 million in cash, net of expenses and $5.0 million was used to repay the short term financing from RCF, whereby RCF was issued 1.96 million shares of the Company’s common stock. Also in connection with the RCF loan facility the Company issued 4,861 and 26,482 shares of common stock in January and March 2013, respectively to pay fourth quarter 2012 and first quarter 2013 interest accrued on the loan of $16,667 and $79,167.

Share Issuance for Services

In January, 2013 the Company issued 83,200 shares to Cormark Securities, Inc. in satisfaction of $291,500 in fees related to the Neutron Energy, Inc. acquisition.

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CONTRACT COMMITMENTS (Details) (Short term financing, RCF, USD $) Share data in Millions, unless otherwise specified	0 Months Ended	1 Months Ended
	Mar. 05, 2013	Dec. 31, 2012
Short term financing | RCF
Short Term Financing Facility
Amount of debt financing		$ 5,000,000
Annualized interest rate (as a percent)		10.00%
Loan establishment fee		160,000
Debt repaid	$ 5,000,000
Number of shares of common stock issued upon conversion	1.96

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ASSET RETIREMENT OBLIGATIONS (Tables)

3 Months Ended

Mar. 31, 2013

ASSET RETIREMENT OBLIGATIONS

Schedule of change in the balance of the restoration and reclamation liability

Reserve for future restoration and reclamation costs beginning of period	$	4,498,057
Additions and changes in cash flow estimates	272,667
Costs incurred	(489,153		)
Accretion expense	97,435
Reserve for future restoration and reclamation costs at end of period	$	4,379,006

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

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

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management believes it has meritorious defenses in all such proceedings and is not aware of any material adverse effect on the Company’s financial condition or results of operations from such proceedings.

Registration Statement

In connection with our May 2008 private placement and the March 2012 investment agreement with RCF, the Company executed a registration rights agreement pursuant to which the shares issued in the private placement and under the investment agreement were registered. The registration rights agreement provides for penalties in the event the registration statement fails to remain effective. At March 31, 2013, the Company’s registration statements were and remain effective.

Compensation Agreements

The Company has entered into Compensation Agreements with the certain of the Executive Officers of the Company, that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of twenty-four months following such change in control. The Compensation Agreements provide that the executive’s base salary payments shall be made on a monthly basis for the duration of the term and any incentive payments shall be paid annually until the obligation to make such payments expires.  In March 2013, the Company entered into a Compensation Agreement with the CEO/President of the Company with a one year term.  In the event his employment is terminated following a change in control, he would be entitled to two year’s base salary payable in a lump sum within 30 days after his termination date. In the event the Company terminates the Compensation Agreement during its term, other than for cause or elects not to renew the Compensation Agreement at the conclusion of its term, he would be entitled to one year’s base salary payable in a lump sum within 30 days after his termination date.

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ASSET RETIREMENT OBLIGATIONS

3 Months Ended

Mar. 31, 2013

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

8. ASSET RETIREMENT OBLIGATIONS

The following table shows the change in the balance of the restoration and reclamation liability during the three months ended March 31, 2013:

Reserve for future restoration and reclamation costs beginning of period	$	4,498,057
Additions and changes in cash flow estimates	272,667
Costs incurred	(489,153		)
Accretion expense	97,435
Reserve for future restoration and reclamation costs at end of period	$	4,379,006

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2013

EARNINGS PER SHARE

EARNINGS PER SHARE

9. EARNINGS PER SHARE

Basic earnings per share includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if stock options were exercised or converted into common stock. Potentially dilutive shares of 477,147 were excluded from the calculation of earnings per share because they were anti-dilutive due to our net loss position for the quarter ended March 31, 2013.

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PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2013

PROPERTY, PLANT AND EQUIPMENT

Schedule of property, plant and equipment

	Property, Plant and Equipment Balances (net) at
	3/31/2013		12/31/2012
Uranium plant	$	10,886,000	$	10,913,000
Permits and licenses	4,098,000		3,902,000
Mineral rights	4,000,000		3,873,000
Value beyond proven and probable reserves (VBPP)	20,274,000		20,274,000
Evaluation and delineation	2,460,000		2,460,000
Vehicles/depreciable equipment	1,390,000		1,435,000
Wellfield development	153,000		153,000
Other uranium properties	239,000		246,000
Other property, plant and equipment	424,000		458,000
Total	$	43,924,000	$	43,714,000

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LIQUIDITY (Details) (USD $)	1 Months Ended	3 Months Ended				1 Months Ended	0 Months Ended	1 Months Ended		1 Months Ended			1 Months Ended
	Apr. 30, 2013	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2013 Rights offering item	Mar. 05, 2013 RCF Short term financing	Dec. 31, 2012 RCF Short term financing	Mar. 31, 2013 RCF Rights offering	Mar. 31, 2013 RCF Rights offering Short term financing	Mar. 31, 2013 BTIG, LLC ATM Sales Agreement	Dec. 31, 2011 BTIG, LLC Maximum ATM Sales Agreement	Apr. 30, 2013 Lexon	Feb. 28, 2013 Lexon
LIQUIDITY
Negative cash flow from operations		$ 3,564,277	$ 2,539,454
Cash	7,900,000	4,350,219	9,907,372	4,664,596	2,890,263
Amount paid for certain expenditures that are annual or quarterly in nature or are non-recurring costs	840,000
LIQUIDITY
Number of subscription rights issued for each share of common stock owned or subject to a warrant						1
Number of shares of common stock entitled to be purchased for each subscription right						0.3119
Exercise price (in dollars per share)						$ 2.55
Net proceeds from sale of shares of common stock in cash						3,600,000
Short term financing repaid										5,000,000
Number of shares of common stock issued upon conversion							1,960,000			1,960,000
Ownership percentage									32.80%
Restricted cash		9,497,497		9,491,865									3,600,000	9,300,000
Amount of the bonds written by the insurer								5,000,000						9,000,000
Required collateral as a percentage of bond amount (as a percent)														40.00%
Increase in cash													5,400,000
Aggregate offering price of the shares of common stock available to be sold under ATM Sales Agreement											$ 9,000,000	$ 15,000,000

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STOCK BASED COMPENSATION (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2013
Outstanding Options, Number of Shares
Outstanding at the beginning of the period (in shares)	317,270
Granted (in shares)	60,000
Outstanding at the end of the period (in shares)	377,270
Exercisable at the end of the period (in shares)	293,186
Outstanding Options, Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 24.62
Granted (in dollars per share)	$ 2.85
Outstanding at the end of the period (in dollars per share)	$ 21.16
Exercisable at the end of the period (in dollars per share)	$ 25.96
Outstanding Options, Weighted Average Remaining Contractual Term (in years)
Outstanding at the end of the period	4 years 2 months 12 days
Exercisable at the end of the period	2 years 8 months 12 days

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating activities:
Net loss	$ (4,150,592)	$ (3,606,470)
Reconciliation of net loss to cash used in by operations-
Accretion/amortization of restoration reserve	97,435	23,119
Depreciation and depletion	121,878	148,206
Impairment of uranium properties	279,429	268,923
Decrease in restoration and reclamation accrual	(489,153)	(430,185)
Stock compensation expense	244,985	192,818
Other non-cash items, net		609
Effect of changes in operating working capital items-
(Increase) decrease in receivables	276,801	(280,911)
Increase in prepaid and other current assets	(21,534)	(12,952)
Increase (decrease) in payables, accrued liabilities and deferred credits	76,474	1,157,389
Net cash used in operations	(3,564,277)	(2,539,454)
Investing activities:
Increase in certificate of deposit, restricted	(5,632)	(36,474)
Increase in notes receivable		(917,457)
Additions to property, plant and equipment-
Net cash used in investing activities	(344,213)	(1,918,552)
Financing activities:
Payments on borrowings	(39,770)	(15,638)
Issuance of common stock, net	3,633,883	11,490,753
Net cash provided by financing activities	3,594,113	11,475,115
Net increase (decrease) in cash and cash equivalents	(314,377)	7,017,109
Cash and cash equivalents, beginning of period	4,664,596	2,890,263
Cash and cash equivalents, end of period	4,350,219	9,907,372
Non-cash transactions:
Issuance of common stock for short term loan principal and interest payments	5,095,833
Issuance of common stock for services	291,500
Issuance (Forfeiture) of restricted stock to employee	48	(16)
Kingsville Dome
Reconciliation of net loss to cash used in by operations-
Impairment of uranium properties	96,000	168,000
Additions to property, plant and equipment-
Additions to property, plant and equipment	(6,646)	(87,232)
Rosita/Rosita South
Additions to property, plant and equipment-
Additions to property, plant and equipment	(4,624)	(12,936)
Churchrock
Additions to property, plant and equipment-
Additions to property, plant and equipment	(48,042)	(547,120)
Crownpoint/Section 13 Drilling
Additions to property, plant and equipment-
Additions to property, plant and equipment	(41,486)	(155,964)
Juan Tafoya
Additions to property, plant and equipment-
Additions to property, plant and equipment	(72,148)
Other property
Additions to property, plant and equipment-
Additions to property, plant and equipment	$ (165,635)	$ (161,369)

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CONTRACT COMMITMENTS

3 Months Ended

Mar. 31, 2013

CONTRACT COMMITMENTS

CONTRACT COMMITMENTS

5. CONTRACT COMMITMENTS

Short Term Financing Facility

In December 2012 the Company completed a $5 million short term financing provided by RCF. The terms of the financing included an annualized interest rate of 10% payable quarterly and a loan establishment fee of $160,000. The maturity date for the financing was the earlier of (i) the date of the closing of a Shareholder Rights Offering or (ii) June 28, 2013.  On March 5, 2013, in connection with the Shareholder Rights Offering, the Company repaid in full the RCF $5.0 million short term loan facility by the issuance of 1.96 million shares of the Company’s common stock to RCF.

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STOCK BASED COMPENSATION (Details 3) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Options Outstanding
Number of options outstanding (in shares)	377,270	317,270
Weighted Average Remaining Contractual Life	4 years 2 months 12 days
Weighted Average Exercise price (in dollars per share)	$ 21.16	$ 24.62
Options Exercisable
Number of Options Exercisable (in shares)	293,186
Weighted Average Exercise Price (in dollars per share)	$ 25.96
1995 Stock Incentive Plan
Options Outstanding
Number of options outstanding (in shares)	183,406
Weighted Average Remaining Contractual Life	1 year 4 months 24 days
Weighted Average Exercise price (in dollars per share)	$ 13.08
Options Exercisable
Number of Options Exercisable (in shares)	183,406
Weighted Average Exercise Price (in dollars per share)	$ 13.08
2004 Employee Incentive Plan
Options Outstanding
Number of options outstanding (in shares)	95,741
Weighted Average Remaining Contractual Life	8 years
Weighted Average Exercise price (in dollars per share)	$ 16.26
Options Exercisable
Number of Options Exercisable (in shares)	36,657
Weighted Average Exercise Price (in dollars per share)	$ 37.21
2004 Directors' Plan
Options Outstanding
Number of options outstanding (in shares)	98,123
Weighted Average Remaining Contractual Life	5 years 10 months 24 days
Weighted Average Exercise price (in dollars per share)	$ 41.05
Options Exercisable
Number of Options Exercisable (in shares)	73,123
Weighted Average Exercise Price (in dollars per share)	$ 52.62

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DESCRIPTION OF BUSINESS (Details)	3 Months Ended
	Mar. 31, 2013 lb item acre
DESCRIPTION OF BUSINESS
Number of licensed processing facilities	2
Uranium mineral holdings (in acres)	206,600
In-place mineralized uranium material (in pounds)	144,800,000
NRC license to produce uranium (in pounds)	3,000,000
Period over which properties were acquired	20 years
Number of properties currently in production	0