0001157523-13-000572.txt : 20130207 0001157523-13-000572.hdr.sgml : 20130207 20130207072947 ACCESSION NUMBER: 0001157523-13-000572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20130206 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130207 DATE AS OF CHANGE: 20130207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33404 FILM NUMBER: 13580029 BUSINESS ADDRESS: STREET 1: 405 STATE HIGHWAY BYPASS 121 STREET 2: BUILDING A, SUITE 110 CITY: LEWISVILLE STATE: TX ZIP: 75067 BUSINESS PHONE: 9722193330 MAIL ADDRESS: STREET 1: 405 STATE HIGHWAY BYPASS 121 STREET 2: BUILDING A, SUITE 110 CITY: LEWISVILLE STATE: TX ZIP: 75067 8-K 1 a50556644.htm URANIUM RESOURCES, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):

 February 6, 2013


 

Uranium Resources, Inc.

(Exact name of registrant as specified in its charter)


Delaware

 

001-33404

 

75-2212772

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

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

 

75067

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(972) 219-3330

 

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:

[   ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other Events.

On February 6, 2013, Uranium Resources, Inc. (the “Company”) issued a press release announcing certain terms of its previously announced offering of non-transferable subscription rights (the “Rights Offering”). The press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

In connection with the Rights Offering, the Company is filing herewith the items included as Exhibits 4.1, 5.1, 8.1 and 23.1 for the purpose of incorporating such items as exhibits into the Company’s Registration Statement on Form S-3 (Registration No. 333-174845).

Also on February 6, 2013, the Company issued a press release announcing that it received notification from the NASDAQ Stock Market (“NASDAQ”) indicating that the Company has regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on NASDAQ.  As of February 5, 2013, the Company had maintained a closing price of $1.00 or more for at least 10 consecutive trading days. The press release is filed herewith as Exhibit 99.2 and is incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.   Description
4.1 Form of Subscription Rights Agreement.
5.1 Opinion of Hogan Lovells US LLP regarding the validity of the common stock being offered in the Rights Offering.
8.1 Opinion of Hogan Lovells US LLP regarding certain material United States federal income tax considerations related to the Rights Offering.
23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1 and Exhibit 8.1).
99.1 Press Release dated February 6, 2013, regarding SRO offering.
99.2 Press Release dated February 6, 2013, regarding NASDAQ compliance.


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:

February 7, 2013

By:

/s/ Thomas H. Ehrlich

 

Name: Thomas H. Ehrlich

 

Title: Vice President and Chief Financial Officer


Exhibit Index


Exhibit No.   Description
4.1 Form of Subscription Rights Agreement.
5.1 Opinion of Hogan Lovells US LLP regarding the validity of the common stock being offered in the Rights Offering.
8.1 Opinion of Hogan Lovells US LLP regarding certain material United States federal income tax considerations related to the Rights Offering.
23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1 and Exhibit 8.1).
99.1 Press Release dated February 6, 2013, regarding SRO offering.
99.2 Press Release dated February 6, 2013, regarding NASDAQ compliance.

EX-4.1 2 a50556644_ex41.htm EXHIBIT 4.1

Exhibit 4.1


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED FEBRUARY 7, 2013 AND THE ACCOMPANYING PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM REGAN AND ASSOCIATES, INC., THE INFORMATION AGENT.


URANIUM RESOURCES, INC.
Incorporated under the laws of the State of Delaware

SUBSCRIPTION RIGHTS AGREEMENT

  Number of Shares
Covered by Basic
Subscription Right
  Aggregate Price of
FULL Exercise of Basic
Subscription Right
   

Ladies and Gentlemen:

The undersigned, having received and read the Prospectus, understands that as holder of the common stock, par value $0.001 per share, or warrants of Uranium Resources, Inc. (the “Company”) as of 5:00 p.m. eastern standard time on January 28, 2013 (the “Record Date”), the undersigned is being given a basic subscription right entitling the undersigned to subscribe for up to the number of shares of the Company’s common stock shown above, at a subscription price of $2.55 per share.

The undersigned further understands that if and only if the undersigned fully exercises such basic subscription right, the undersigned is also being given an over-subscription privilege allowing the undersigned to subscribe for an unlimited number of additional shares (up to the total number of shares offered) of the same, subject to availability. The precise number of shares subject to the over-subscription privilege cannot be determined until it is known how many shares remain available after the exercise of the basic subscription rights of all stockholders and warrant holders. If sufficient shares of common stock are available, over-subscription requests will be honored in full. If over-subscription requests exceed the number of shares available, the available shares of common stock among rights holders who exercise their over-subscription privileges will be allocated pro ratably among them, based on the respective number of shares held or subject to warrants held by such rights holders as of the Record Date over the number of shares of the common stock outstanding or subject to warrants as of the Record Date (in each case, without giving effect to the number of shares subscribed for under the basic subscription rights), as described in the Prospectus. The basic subscription right and the over-subscription privilege are referred to collectively as the “subscription rights.” For more information concerning the subscription rights, please refer to the Prospectus.

Subscription rights are irrevocable once delivered as provided herein and may not be withdrawn without the consent of the Company.

Subscription rights must be exercised prior to 5:00 p.m., eastern standard time, on February 27, 2013 (as may be extended, the “Expiration Date”), and unexercised rights at the Expiration Date will expire without value.

Neither the Company nor its board of directors or management makes any recommendation to any stockholder or warrant holder as to whether to exercise the subscription rights. Each stockholder and warrant holder must make his or her own decision whether to exercise subscription rights and purchase shares and, if so, how many shares to purchase. Each stockholder and warrant holder is urged to carefully review the information contained or referred to in the Prospectus when deciding whether to exercise his or her subscription rights to purchase shares of the Company’s common stock.

The undersigned acknowledges and agrees that, if the Company determines in its sole discretion that the distribution of the subscription rights to the undersigned would require that the undersigned obtain prior clearance or approval from any state, federal or non-U.S. regulatory authority for the ownership or exercise of such subscription rights (or the ownership of additional shares pursuant to the exercise thereof), then such subscription rights are null and void and may not be held or exercised by the undersigned.

By properly completing, executing and timely delivering this Subscription Rights Agreement, accompanied by payment in full for the shares subscribed for hereby, the undersigned indicates his, her or its intention to subscribe to that number of shares of the Company’s common stock as set forth herein, upon the terms and subject to the conditions specified in the Prospectus.


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

(Note: Please refer to the accompanying Instructions for Use of Uranium Resources, Inc. Subscription Rights Agreement for further explanation of how to complete this Subscription Rights Agreement.)

1.             DELIVERY OF SUBSCRIPTION RIGHTS AGREEMENT:

Delivery by first class mail, by overnight courier or by hand delivery of this completed Subscription Rights Agreement, signed by the undersigned (with any signatures required to be guaranteed so guaranteed) and accompanied by payment in full for the shares subscribed for, must be received by the Expiration Date, unless extended, at:

Corporate Stock Transfer, Inc.
Attn: Operations Department
3200 Cherry Creek South Drive, Suite 430
Denver, Colorado 80209

If you send your Subscription Rights Agreement(s) and subscription price payment by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. Subscription rights not exercised prior to the Expiration Date will expire without value. (Note: Delivery other than in the manner or to the address listed above will not constitute valid delivery.) Do not send this Subscription Rights Agreement or payment to the Company.

2.             EXERCISE OF SUBSCRIPTION RIGHTS

Upon the terms and subject to the conditions specified in the Prospectus, the undersigned hereby subscribe(s) for the following shares of the Company’s common stock:

(A) Basic Subscription Right—FULL Exercise A
Subscription is hereby made for ALL of the shares covered by the basic subscription right as set forth above, for the aggregate Subscription Price set forth on the first page hereof.


Only one of Box A or
Box B may be checked

(B) Basic Subscription Right—PARTIAL Exercise B
Subscription is hereby made for FEWER THAN ALL of the shares covered by the basic subscription right.

If Box B is checked, please complete the following two items:
  Number of shares subscribed for:
Subscription Price ($2.55 multiplied by the number of shares subscribed for):
$
(C) Over-subscription Privilege C
Subscription is hereby made in addition to the shares covered by the basic subscription right. Please note that, in order to be eligible to purchase shares pursuant to the over-subscription privilege, you must have checked Box A above for the exercise of your FULL basic subscription right.

If Box C is checked, please complete the following two items:
Number of shares subscribed for:
Subscription Price ($2.55 multiplied by the number of shares subscribed for):
$

3.             PAYMENT OF SUBSCRIPTION PRICE

Enter one of the following on the line below:

(1)       If Box A is checked, the Subscription Price set forth on the first page hereof, PLUS the Subscription Price set forth under Box C (if checked);

OR

(2)     If Box B is checked, the Subscription Price set forth under Box B.

  TOTAL Subscription Price: $  

Payment for the shares subscribed for hereby is being made by the following method (check one):

      Certified check payable to “Corporate Stock Transfer, Inc. (as Subscription Agent for Uranium Resources, Inc.)”

      Bank draft (cashier’s check) payable to “Corporate Stock Transfer, Inc. (as Subscription Agent for Uranium Resources, Inc.)”

         Wire transfer of immediately available funds directly to the account maintained by Corporate Stock Transfer, Inc. (as Subscription Agent for Uranium Resources, Inc.) for purposes of accepting subscriptions in this rights offering, at Key Bank, 1675 Broadway, Suite 300, Denver, CO 80202, ABA # 307070267, Account # 765071004574, Corporate Stock Transfer as Rights Agent for Uranium Resources, Inc., with reference to the subscription rights holder’s name.

4.       SPECIAL INSTRUCTIONS

(A)       The undersigned wishes that shares subscribed for hereby be registered differently, as follows:

(Note: Unless indicated otherwise below, shares will be registered in the same manner as set forth at the top of this Subscription Rights Agreement.)

Name in Which Shares Are to be Registered (Please Print):   Number of Shares:
   
   

(B)        The undersigned wishes that shares subscribed for hereby be delivered to an address other than as shown at the top portion of this Agreement, as follows:

 

 

(Mailing Address)

(City) (State) (Zip Code) (Telephone)

      5.       SIGNATURE

Date:     Date:  
 
   

Signature (Subscriber)

Signature (Subscriber)

 
   

Please print title or capacity
(if other than individual stockholder or warrant holder)

Please print title or capacity
(if other than individual stockholder or warrant holder)

6.      SIGNATURE GUARANTEE

(Complete only if Item 4 above completed)

Date:  

Signature Guaranteed:

  Name of Bank or Firm:  
Authorized Signature:  

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

EX-5.1 3 a50556644_ex51.htm EXHIBIT 5.1

Exhibit 5.1


 

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com






February 7, 2013

Board of Directors
Uranium Resources, Inc.
405 State Highway Bypass 121
Building A, Suite 110
Lewisville, Texas  75067

Ladies and Gentlemen:

We are acting as counsel to Uranium Resources, Inc., a Delaware corporation (the "Company"), in connection with the Company's proposed (a) distribution to the holders of record of the Company's common stock, par value $0.001 per share ("Common Shares"), and warrants, at no charge, non-transferable subscription rights to purchase up to 5,098,039 Common Shares ("Subscription Rights"), and (b) the issuance of Common Shares underlying the Subscription Rights upon the valid exercise of such Subscription Rights (the "Underlying Shares", and, together with the Subscription Rights, the "Securities"), all of which Securities will be distributed and issued by the Company pursuant to a prospectus supplement, dated February 7, 2013, and the accompanying prospectus (such documents, collectively the "Prospectus") filed as part of the Company's registration statement on Form S-3 (File No. 333-174845) (the "Registration Statement") initially filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on June 10, 2011 and declared effective on June 24, 2011.  This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed.  In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies).  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on.  This opinion letter is given, and all statements herein are made, in the context of the foregoing.

To the extent that the obligations of the Company with respect to the Securities may be dependent upon such matters, we assume for purposes of this opinion letter that, to the extent applicable, the holder of such Subscription Rights is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the exercise of such Subscription Rights has been duly authorized by such holder and constitutes the legal, valid and binding obligation of such holder; and that the exercise by the holder of such Subscription Rights is in compliance with all applicable laws and regulations related thereto.


This opinion letter is based as to matters of law solely upon: (a) with respect to the opinion given in subsection (a) of the following paragraph, the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction and (b) with respect to the opinion given in subsection (b) of the following paragraph, the General Corporation Law of the State of Delaware, as amended.  We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations (and in particular, we express no opinion as to any effect that such other laws, statutes, ordinances, rules, or regulations may have on the opinions expressed herein).  The opinion set forth in subsection (a) of the following paragraph is based upon a review of only those laws and regulations (not otherwise excluded in this letter) that, in our experience, are generally recognized as applicable to transactions of the type contemplated by the Subscription Rights.  As used herein, the term "General Corporation Law of the State of Delaware, as amended," includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.  

Based upon, subject to and limited by the foregoing, we are of the opinion that: (a) the Subscription Rights, upon delivery by the Company of one or more agreements related thereto to its shareholders and warrant holders, will constitute valid and binding obligations of the Company; and (b) following receipt by the Company of the consideration for the purchase of the Underlying Shares specified in the Subscription Rights agreements and upon due execution and delivery on behalf of the Company of certificates representing the Underlying Shares, including global certificates, or the entry of the issuance thereof in the books and records of the Company, as the case may be, the Underlying Shares will be validly issued, fully paid and nonassessable.

The opinions expressed in subsection (a) of the foregoing paragraph with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors' rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Subscription Rights are considered in a proceeding in equity or at law).

This opinion letter has been prepared for use in connection with the distribution of the Subscription Rights and the issuance of the Underlying Shares by the Company in accordance with the Registration Statement and the Prospectus and speaks as of the date hereof.  We assume no obligation to advise you of any changes in the foregoing subsequent to delivery of this opinion letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K and its incorporation by reference as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus.  In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Act.

Very truly yours,

HOGAN LOVELLS US LLP

EX-8.1 4 a50556644_ex81.htm EXHIBIT 8.1

Exhibit 8.1


 

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com






February 7, 2013

Board of Directors
Uranium Resources, Inc.
405 State Highway Bypass 121
Building A, Suite 110
Lewisville, Texas  75067

Ladies and Gentlemen:

This firm has acted as counsel to Uranium Resources, Inc., a Delaware corporation (the "Company"), in connection with Company's proposed (a) distribution to the holders of record of the Company's common stock, par value $0.001 per share ("Common Shares"), and warrants, at no charge, non-transferable subscription rights to purchase up to 5,098,039 Common Shares ("Subscription Rights"), and (b) the issuance of Common Shares underlying the Subscription Rights upon the valid exercise of such Subscription Rights (the "Underlying Shares"), all of which will be distributed and issued by the Company pursuant to a prospectus supplement, dated February 7, 2013, and the accompanying base prospectus (such documents, collectively the "Prospectus") filed as part of the Company's registration statement on Form S-3 (File No. 333-174845) (the "Registration Statement") initially filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on June 10, 2011 and declared effective on June 24, 2011. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(8) of Regulation S-K, 17 C.F.R. § 229.601(b)(8), in connection with the Registration Statement.

This opinion letter is based as to matters of law solely on the United States Internal Revenue Code of 1986, as amended, its legislative history, judicial authority, current administrative rulings and practice, and existing and proposed Treasury Regulations, all as in effect and existing on the date hereof (collectively, "federal income tax law"). These provisions and interpretations are subject to changes, which may or may not be retroactive in effect, that might result in material modifications of our opinion. We express no opinion herein as to any other laws, statutes, regulations, or ordinances. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the "IRS") or a court of competent jurisdiction, or of a contrary position by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, although we believe that our opinion set forth herein will be sustained if challenged, an opinion of counsel with respect to an issue is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS.


In rendering the following opinion, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinion, including (but not limited to) the Registration Statement and the Prospectus.

In our review, we have assumed that (i) all of the representations and statements set forth in such documents are true and correct (and representations and statements made "to the knowledge of," or based on the belief of, the Company or those similarly qualified are true and correct without such qualification), (ii) the Company will take such actions as the Prospectus states it "intends" or "expects" to take, and (iii) all of the obligations imposed by any such documents on the parties thereto have been and will continue to be performed or satisfied in accordance with their terms. We also have assumed the genuineness of all signatures, the proper execution of all documents, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

For purposes of rendering our opinion, we have not made an independent investigation of the facts set forth in any of the above-referenced documents, including the Prospectus. We have consequently relied upon representations and information presented in such documents.

We hereby confirm that, subject to the assumptions set forth herein and the assumptions, qualifications and conditions set forth in the Prospectus, the discussion set forth in the prospectus supplement dated February 7, 2013 under the heading "MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS," constitutes our opinion insofar as it sets forth the material United States federal income tax consequences to holders of the Company’s common stock who receive and who exercise their Subscription Rights.

This opinion letter has been prepared solely for use in connection with the distribution of the Subscription Rights and the issuance of the Underlying Shares by the Company in accordance with the Registration Statement and the Prospectus and speaks as of the date hereof.  We assume no obligation to advise you of any changes in the foregoing subsequent to delivery of this opinion letter.  This opinion letter should not be quoted in whole or in part or otherwise referred to, nor filed with or furnished to, any other governmental agency or other person or entity without the prior written consent of this firm.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Company's Current Report on Form 8-K and its incorporation by reference as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Prospectus.  In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

Very truly yours,

HOGAN LOVELLS US LLP

EX-99.1 5 a50556644_ex991.htm EXHIBIT 99.1

Exhibit 99.1

Uranium Resources Announces Terms of Rights Offering

LEWISVILLE, Texas--(BUSINESS WIRE)--February 6, 2013--Uranium Resources, Inc. (NASDAQ: URRE) (URI) today announced certain terms of its previously announced rights offering (“Rights Offering”) in which all existing URI shareholders and warrant holders, subject to applicable law, may participate on an equal, proportional basis in purchasing common shares. The Company anticipates launching the Rights Offering on February 7, 2013 and seeks to raise up to $13.0 million.

Under the Rights Offering, each URI shareholder and warrant holder will receive 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 (the “Record Date”). Every subscription right will entitle the holder to purchase 0.3119 of a share of common stock of URI at a price of $2.55 per whole share, representing a discount of approximately 20% to the closing price of $3.19 on February 5, 2013 and a discount of approximately 32% to the closing price of $3.77 on the Record Date. Fractional shares of URI common stock will not be issued in this Rights Offering. Any fractional shares resulting from the exercise of the subscription rights will be eliminated by rounding down to the nearest whole share.

The Rights Offering will be available up to its expiration at 5:00pm ET on February 27, 2013. The Company’s Board of Directors, in its sole discretion, may cancel the Rights Offering or extend the period for exercising the subscription rights for additional periods ending no later than March 12, 2013. The subscription rights are non-transferable and will not be listed for trading on the NASDAQ Capital Market or any other national market or exchange.

URI shareholders and warrant holders who elect to fully subscribe to the Rights Offering will have the ability to participate in an over-subscription privilege, allowing them to purchase additional shares of URI common stock at the offering price. The number of shares of common stock available under the over-subscription privilege will be dependent upon the extent of participation of all of the Company’s shareholders and warrant holders that exercise their basic subscription rights. Shareholders who do not exercise all of their basic subscription rights will have their ownership interest, as a percentage of total outstanding common shares, in URI reduced as a result. Any rights not exercised prior to the expiration date will expire without value.

As previously announced, in December 2012, URI and Resource Capital Fund V L.P. (“RCF”) entered into a standby purchase agreement pursuant to which RCF agreed, subject to certain conditions, to participate in the Rights Offering and to exercise rights so that total proceeds to the Company will equal at least $8.0 million, inclusive of the conversion of the $5.0 million bridge loan facility.

This news release does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities.


About Uranium Resources, Inc.

Uranium Resources, Inc. explores for, develops and mines uranium. Since its incorporation in 1977, URI has produced over 8 million pounds of uranium by in-situ recovery (ISR) methods in the state of Texas. URI has over 206,600 acres of uranium mineral holdings and 152.9 million pounds of in-place mineralized uranium material in New Mexico and an NRC license to produce up to 1 million pounds of uranium per year. URI has an additional 1.3 million pounds of in-place mineralized uranium material in Texas and South Dakota. The Company acquired these properties over the past 20 years along with an extensive information database of historic drill hole logs, assay certificates, maps and technical reports.

Uranium Resources routinely posts news and other information about the Company on its website at www.uraniumresources.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to the Company’s estimated mineralized uranium material and the anticipated terms and launch date of the Rights Offering are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, the spot price and long-term contract price of uranium, the outcome of negotiations with the Navajo Nation, the Company’s ability to reach agreements with current royalty holders, weather conditions, operating conditions at the Company’s mining projects, government and tribal regulation of the mining industry and the nuclear power industry, world-wide uranium supply and demand, availability of capital, timely receipt of mining and other permits from regulatory agents, market reaction to a reverse stock split, determinations of the NASDAQ Hearing Panel and other factors which are more fully described in the Company’s documents filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

CONTACT:
Investor:
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com
or
Media:
Uranium Resources, Inc.
Mat Lueras, 505-269-8317
Vice President, Corporate Development
mlueras@uraniumresources.com

EX-99.2 6 a50556644_ex992.htm EXHIBIT 99.2

Exhibit 99.2

Uranium Resources Regains Compliance with NASDAQ Minimum Bid Price Rule

LEWISVILLE, Texas--(BUSINESS WIRE)--February 6, 2013--Uranium Resources, Inc. (NASDAQ:URRE) (URI) announced that it received notification from the NASDAQ Stock Market (“NASDAQ”) indicating that the Company has regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on NASDAQ. As of February 5, 2013, URI had maintained a closing price of $1.00 or more for at least 10 consecutive trading days. A hearing previously requested by URI with the NASDAQ Hearing Panel to appeal the potential delisting is no longer needed and subsequently has been cancelled.

The Company is now in full compliance with NASDAQ listing requirements and will continue to be listed and traded on the NASDAQ.

On January 16, 2013, URI also regained compliance with NASDAQ rules requiring the Board of Directors to be comprised of a majority of independent directors and the Audit Committee to be comprised of at least three independent members.

About Uranium Resources, Inc.

Uranium Resources Inc. explores for, develops and mines uranium. Since its incorporation in 1977, URI has produced over 8 million pounds of uranium by in-situ recovery (ISR) methods in the state of Texas. URI has over 206,600 acres of uranium mineral holdings and 152.9 million pounds of in-place mineralized uranium material in New Mexico and an NRC license to produce up to 1 million pounds of uranium per year. URI has an additional 1.3 million pounds of in-place mineralized uranium material in Texas and South Dakota. The Company acquired these properties over the past 20 years along with an extensive information database of historic drill hole logs, assay certificates, maps and technical reports.

Uranium Resources routinely posts news and other information about the Company on its website at www.uraniumresources.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to the Company’s estimated mineralized uranium material are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, the spot price and long-term contract price of uranium, the outcome of negotiations with the Navajo Nation, the Company’s ability to reach agreements with current royalty holders, weather conditions, operating conditions at the Company’s mining projects, government and tribal regulation of the mining industry and the nuclear power industry, world-wide uranium supply and demand, availability of capital, timely receipt of mining and other permits from regulatory agents, market reaction to a reverse stock split, determinations of the NASDAQ Hearing Panel and other factors which are more fully described in the Company’s documents filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

CONTACT:
Investor Contact:
Kei Advisors LLC
Deborah K. Pawlowski, 716-843-3908
dpawlowski@keiadvisors.com
or
Media Contact:
Uranium Resources, Inc.
Vice President, Corporate Development
Mat Lueras, 505-269-8317
mlueras@uraniumresources.com