UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2016~~March 31, 2017

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

For the transition period from to

Commission file number 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.)

6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112

(Address of Principal Executive Offices, Including Zip Code)

(303) 531-0470

(Issuer’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. Yesx Noo

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). Yesx Noo

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


Large accelerated filero		Accelerated filero

Non-accelerated filero		Smaller reporting companyx
(Do not check if a smaller reporting company)
		Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

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


Title of Each Class of Common Stock		Number of Shares Outstanding
Common Stock, $0.001 par value		~~13,383,372~~24,513,787 as of ~~November 10, 2016~~May 11, 2017

URANIUM RESOURCES, INC.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

OF OPERATIONS

1812

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2618

ITEM 4. CONTROLS AND PROCEDURES

2618

PART II - OTHER INFORMATION

2719

ITEM 1. LEGAL PROCEEDINGS

2719

ITEM 1A. RISK ~~FACTORS~~FACTORS.

2819

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

2919

ITEM 3. DEFAULTS UPON SENIOR ~~SECURITIES~~SECURITIES.

2919

ITEM 4. MINE SAFETY ~~DISCLOSURES~~DISCLOSURES.

2919

ITEM 5. OTHER ~~INFORMATION~~INFORMATION.

2919

ITEM 6. ~~EXHIBITS~~EXHIBITS.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(expressed in thousands of dollars, except share amounts)
(unaudited)

September 30,

December 31,

Notes

2016

2015
ASSETS

Current Assets:

Cash and cash equivalents

$         3,826

$         865
Prepaid and other current assets

621

1,140
Total Current Assets

4,447

2,005

Property, plant and equipment, at cost:

Property, plant and equipment

113,924

114,496
Less accumulated depreciation, depletion and impairment

(65,831)

(65,684)
Net property, plant and equipment

3

48,093

48,812

Restricted cash

3,968

4,026
Long-term assets held for sale

5

2,123

2,123
Total Assets

$       58,631

$       56,966

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable

$            952

$         3,046
Accrued liabilities

1,834

1,569
Convertible loan, net of discount – related party

6

7,509

6,154
Current portion of asset retirement obligations

7

121

121
Total Current Liabilities

10,416

10,890

Asset retirement obligations, net of current portion

7

4,548

4,242
Other long-term liabilities and deferred credits

725

800
Long-term liabilities related to assets held for sale

5

555

555
Total Liabilities

16,244

16,487

Commitments and Contingencies

6,7,11

Stockholders' Equity:

Common stock, 100,000,000 shares authorized, $.001 par value;

Issued shares – 12,496,047 and 4,530,211, respectively

Outstanding shares – 12,488,022 and 4,522,186, respectively

8

12

5
Paid-in capital

8,9

272,554

258,096
Accumulated other comprehensive income

-

(67)
Accumulated deficit

(229,921)

(217,297)
Treasury stock (8,025 and 8,025 shares, respectively), at cost

(258)

(258)
Total Stockholders' Equity

42,387

40,479

Total Liabilities and Stockholders' Equity

$       58,631

$       56,966


URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(expressed in thousands of dollars, except share amounts)
(unaudited)
		March 31,	December 31,
	Notes	2017	2016
ASSETS

Current Assets:
Cash and cash equivalents		$ 9,882	$ 3,309
Marketable securities	3	999	-
Notes receivable – current	3	1,500	-
Prepaid and other current assets		1,033	602
Total Current Assets		13,414	3,911

Property, plant and equipment, at cost:
Property, plant and equipment		112,461	112,964
Less accumulated depreciation, depletion and impairment		(65,612)	(66,048)
Net property, plant and equipment	5	46,849	46,916

Restricted cash		3,941	3,964
Notes receivable – non-current	3	2,176	-
Long-term assets held for sale		-	2,123
Total Assets		$ 66,380	$ 56,914

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable		$ 712	$ 610
Accrued liabilities		1,229	1,981
Convertible loan, net of discount – related party	7	-	5,431
Current portion of asset retirement obligations	8	121	121
Total Current Liabilities		2,062	8,143

Asset retirement obligations, net of current portion	8	4,786	4,668
Other long-term liabilities and deferred credits		500	500
Long-term liabilities related to assets held for sale		-	555
Total Liabilities		7,348	13,866

Commitments and Contingencies	12

Stockholders' Equity:
Common stock, 100,000,000 shares authorized, $.001 par value;
Issued shares – 24,501,399 and 16,675,419, respectively
Outstanding shares – 24,493,374 and 16,667,394, respectively	9	25	17
Paid-in capital	9,10	293,892	280,191
Accumulated other comprehensive income		430	-
Accumulated deficit		(235,057)	(236,902)
Treasury stock (8,025 and 8,025 shares, respectively), at cost		(258)	(258)
Total Stockholders' Equity		59,032	43,048

Total Liabilities and Stockholders' Equity		$ 66,380	$ 56,914

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

URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in thousands of dollars, except share and per share amounts)
(unaudited)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Notes

2016

2015

2016

2015

Operating Expenses:

Mineral property expenses

4

$              (1,039)

$              (920)

$              (2,908)

$              (3,021)
General and administrative

(1,883)

(2,851)

(6,035)

(7,352)
Accretion of asset retirement obligations

7

(120)

(112)

(360)

(337)
Depreciation and amortization

(56)

(83)

(188)

(252)
Impairment of uranium properties

3

-

-

(534)

-
Total operating expenses

(3,098)

(3,966)

(10,025)

(10,962)

Non-Operating Income/(Expenses):

Commitment fees

-

-

(333)

-
Interest expense

6

(671)

(644)

(2,194)

(1,974)
Loss on sale of available-for-sale securities

-

-

(116)

-
Gain on disposal of uranium properties

-

4,268

-

4,268
Other income/(expense), net

25

(1)

44

12
Total non-operating income/(expense)

(646)

3,623

(2,599)

2,306

Net Loss

$              (3,744)

$              (343)

$            (12,624)

$              (8,656)

Other Comprehensive Loss

Unrealized fair value decrease on available-for-sale securities

$                        -

$                        -

$                  (49)

$                        -
Transfer to realized loss upon sale of available-for-sale securities

-

(70)

116

(70)
Comprehensive Loss

$             (3,744)

$             (413)

$            (12,557)

$             (8,726)

BASIC AND DILUTED LOSS PER SHARE

$                (0.38)

$                (0.14)

$                (1.81)

$                (3.61)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

9,741,331

2,500,835

6,963,869

2,399,911


URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
(expressed in thousands of dollars, except share and per share amounts)
(unaudited)

		Three Months Ended March 31,
	Notes	2017	2016

Operating Expenses:
Mineral property expenses	5	$ (769)	$ (731)
General and administrative expenses		(1,668)	(2,145)
Accretion of asset retirement obligations	8	(132)	(120)
Depreciation and amortization		(38)	(82)
Total operating expenses		(2,607)	(3,078)

Non-Operating Income/(Expenses):
Loss on sale of marketable securities		-	(116)
Loss on extinguishment of convertible debt	7	(39)	-
Gain on disposal of uranium properties	3	4,422	-
Interest income/(expense)		52	(743)
Commitment fees		-	(333)
Other income/(expense), net		17	(3)
Total other income/(expense)		4,452	(1,195)

Net Income/(Loss)		$ 1,845	$ (4,273)
Other Comprehensive Income/(Loss)
Unrealized fair value increase/(decrease) on available-for-sale securities		430	(49)
Transfer to realized loss upon sale of available-for-sale securities		-	116
Comprehensive Income/(Loss)		$ 2,275	$ (4,206)

BASIC AND DILUTED INCOME/(LOSS) PER SHARE		$ 0.09	$ (0.86)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		21,601,847	4,967,896

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

URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL CASH FLOW INFORMATION
(expressed in thousands of dollars)
(unaudited)

Nine Months Ended September 30,

Notes

2016

2015

Operating Activities:

Net loss

$   (12,624)

$   (8,656)
Reconciliation of net loss to cash used in operations:

Accretion of asset retirement obligations

7

360

337
Amortization of debt discount

1,355

1,354
Amortization of convertible loan establishment fee

75

75
Loss on sale of available-for-sale securities

116

-
Common stock issued as payment for commitment fees

333

-
Impairment of uranium properties

534

-
Costs incurred for restoration and reclamation activities

7

(54)

(129)
Depreciation and amortization

188

252
Stock based compensation expense

9

545

794
Gain on disposal of uranium properties

-

(4,268)
Gain on disposal of property, plant and equipment

-

(18)
Effect of changes in operating working capital items:

(Increase)/decrease in receivables

47

(1)
(Increase)/decrease in prepaid and other current assets

101

(96)
Increase/(decrease) in payables, accrued liabilities and deferred credits

(830)

1,875
Net Cash Used In Operating Activities

(9,854)

(8,481)

Cash Flows From Investing Activities:

Proceeds from the sale of investments

247

-
Increase in notes receivable

-

(1,283)
Decrease in restricted cash

57

-
Purchases of equipment

-

(12)
Proceeds from disposal of property, plant and equipment

-

2,518
Net Cash Provided By Investing Activities

304

1,223

Cash Flows From Financing Activities:

Payments on borrowings

-

(4)
Issuance of common stock, net

8

12,511

5,654
Payment of minimum withholding taxes on net share settlements of equity awards

-

(126)
Net Cash Provided By Financing Activities

12,511

5,524

Net increase/(decrease) in cash and cash equivalents

2,961

(1,734)
Cash and cash equivalents, beginning of period

865

5,570
Cash and Cash Equivalents, End of Period

$       3,826

$       3,836

Cash Paid During the Period For:

Interest

$            486

$            -
Supplemental Non-Cash Information With Respect to Investing and Financing Activities:

Common stock issued for settlement of accounts payable

8

$          834

$               -
Common stock issued for payment of convertible loan interest and fees

6,8

$          242

$          541
Common stock issued for payment of commitment fees

8

$          523

$               -

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

URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(expressed in thousands of dollars, except share amounts)
(unaudited)

Common Stock

Shares

Amount

Paid-In Capital

Accumulated Other Comprehensive Loss

Accumulated Deficit

Treasury Stock

Total
Balances, January 1, 2016
4,522,186

$ 5

$    258,096

$    (67)

$   (217,297)

$ (258)

$ 40,479
Net loss
-

-

-

-

(12,624)

-

(12,624)
Common stock issued, net of issuance costs
7,390,061

7

11,981

-

-

-

11,988
Common stock issued for loan interest
38,086

-

242

-

-

-

242
Common stock issued for settlement of accounts payable
214,991

-

834

-

-

-

834
Common stock issued as payment for commitment fees
315,000

-

856

-

-

-

856
Stock compensation expense and related share issuances
7,698

-

545

-

-

-

545
Reclassification of unrealized holding loss to realized holding loss
-

-

-

67

-

-

67

Balances, September 30, 2016
12,488,022

$ 12

$ 272,554

$    -

$ (229,921)

$ (258)

$ 42,387


URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL CASH FLOW INFORMATION
(expressed in thousands of dollars)
(unaudited)

		Three Months Ended March 31,
	Notes	2017	2016

Operating Activities:
Net income/(loss)		$ 1,845	$ (4,273)
Reconciliation of net loss to cash used in operations:
Accretion of asset retirement obligations	8	132	120
Amortization of debt discount		30	450
Amortization of convertible loan establishment fee		-	25
Amortization of notes receivable discount		(175)	-
Loss on extinguishment of convertible debt	7	39	-
Loss on sale of marketable securities		-	116
Common stock issued as payment for commitment fees		-	333
Costs incurred for restoration and reclamation activities	8	(14)	(39)
Depreciation and amortization		38	82
Stock compensation expense	10	22	183
Gain on disposal of uranium properties	3	(4,422)	-
Amortization of non-cash investor relations fees		25	-
Effect of changes in operating working capital items:
Increase in receivables		(5)	(62)
Increase in prepaid and other current assets		(151)	(168)
Increase/(decrease) in payables, accrued liabilities and deferred credits		(651)	1,028
Net Cash Used In Operating Activities		(3,287)	(2,205)

Cash Flows From Investing Activities:
Proceeds from the sale of investments		-	247
Increase/(decrease) in restricted cash		23	(6)
Proceeds from disposal of property, plant and equipment	3	1,950	-
Net Cash Provided By Investing Activities		1,973	241

Cash Flows From Financing Activities:
Payments on borrowings	7	(5,500)	-
Issuance of common stock, net	9	13,388	1,193
Payment of minimum withholding taxes on net share settlements of equity awards		(1)	-
Net Cash Provided By Financing Activities		7,887	1,193

Net increase/(decrease) in cash and cash equivalents		6,573	(771)
Cash and cash equivalents, beginning of period		3,309	865
Cash and Cash Equivalents, End of Period		$ 9,882	$ 94

Cash paid during the period for:
Interest		$ 227	$ -
Supplemental Non-Cash Information With Respect to Investing and Financing Activities:
Common stock issued for settlement of accounts payable		$ -	$ 703
Common stock issued for payment of convertible loan interest and fees		$ -	$ 242

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


URANIUM RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(expressed in thousands of dollars, except share amounts)
(unaudited)

	Common Stock
	Shares	Amount	Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Treasury Stock	Total
Balances, January 1, 2017	16,667,394	$ 17	$ 280,191	$ -	$ (236,902)	$ (258)	$ 43,048
Net income	-	-	-	-	1,845	-	1,845
Common stock issued, net of issuance costs	7,673,972	8	13,380	-	-	-	13,388
Common stock issued for investor relations fees	150,000	-	300	-	-	-	300
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes	2,008	-	22	-	-	-	22
Minimum withholding taxes on net share settlements of equity awards	-	-	(1)	-	-	-	(1)
Unrealized holding gain on marketable securities	-	-	-	430	-	-	430
Balances, March 31, 2017	24,493,374	$ 25	$ 293,892	$ 430	$ (235,057)	$ (258)	$ 59,032

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

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

~~Basis of Presentation~~

The accompanying unaudited condensed consolidated financial statements for Uranium Resources, Inc. (the “Company,” “we,” “us,” or “URI”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in Uranium Resources, Inc.’s ~~2015~~2016 Annual Report on Form 10-K. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, ~~2016.~~

~~Revision of Prior Period Financial Statements~~

Prior to the issuance of the Company’s Annual Report on Form 10-K for the period ended December 31, 2015, the Company identified an error in its previously reported financial statements that resulted in an adjustment of $0.6 million to the gain recorded upon the sale of the Company’s Roca Honda project assets for the three and nine month periods ended September 30, 2015. Upon the sale of the Roca Honda assets, the Company did not include the carrying value of its West Endy project in its determination of the amount of the gain.

The Company assessed the materiality of this error on the prior periods’ financial statements in accordance with the United States Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 99, and concluded that the error was not material to the financial condition for the current and prior interim periods. Consequently, in accordance with ASC 250, the Company corrected this error for all prior periods presented by revising the consolidated financial statements and other financial information contained herein.

~~The following table summarizes the effects of the revision on the consolidated statements of operations and balance sheets:~~

As Filed

As Revised

Three months ended September 30, 2015

Nine months ended September 30, 2015

Revision Adjustments

Three months ended September 30, 2015

Nine months ended September 30, 2015
Affected income statement items

Gain on disposal of uranium properties

$              4,916

$              4,916

$            (648)

$              4,268

$              4,268
Net income/(loss)

$                 305

$            (8,008)

$            (648)

$               (343)

$            (8,656)
Basic and diluted income/(loss) per share

$                0.12

$              (3.36)

$           (0.26)

$              (0.14)

$              (3.61)
Affected balance sheet items

Property, plant and equipment

$                      -

$            34,622

$            (648)

$                      -

$            33,974
Total assets

$            44,802

$            (648)

$            44,154

~~The revision had no net impact on the Company’s Statement of Cash Flows.~~

2017.

Recently Issued Accounting Pronouncements

In ~~August 2014,~~January 2017, the ~~Financial Accounting Standards Board (the “FASB”)~~FASB issued Accounting Standards Update No. ~~2014-15~~2017-01 (ASU ~~2014-15)~~2017-01), ~~“Disclosure~~Business Combinations: Clarifying the Definition of ~~Uncertainties about an Entity's Ability to Continue as~~ a ~~Going Concern”,~~Business, which ~~provides guidance on~~clarifies the definition of a business when determining ~~when and how to disclose going-concern uncertainties in the financial statements.~~whether a company has acquired or sold a business. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. ASU ~~2014-15~~ applies to all entities and is effective for annual periods ending after December 15, ~~2016,~~2017, and interim periods thereafter, with early adoption ~~permitted. We do not expect to early adopt this guidance and do~~permitted under certain circumstances. The Company does not believe that the adoption of this guidance will have a material impact on our financial ~~statements or related disclosures.~~statements.

~~URANIUM RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~2. LIQUIDITY AND GOING CONCERN~~

~~The accompanying unaudited condensed consolidated financial statements~~In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows: Restricted Cash, which will require that a statement of cash flows explain the ~~Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered~~change during period in the ~~aggregate, raise substantial doubt about~~total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the ~~Company’s ability~~beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU applies to ~~continue as~~all entities and is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. As a ~~going concern because it is possible that~~result, upon adoption, the Company will ~~be unable to meet~~include the restricted cash amount in its ~~obligations as they become due within one year after~~beginning-of-period and end-of-period reconciliations of cash on its statement of cash flows. For the ~~date that these financial statements were issued.~~

~~Since the second half of 2015,~~three months ended March 31, 2017, this would have resulted in the Company ~~has faced liquidity challenges.~~including an additional $4.0 million in its beginning-of-period cash balance and an additional $3.9 million in its end-of-period cash balance. The Company ~~has encountered difficulties raising sufficient capital as~~also would not have recorded a ~~result~~release of ~~weak capital markets, particularly~~restricted cash of $23,000 in the ~~commodities sector. The Company’s liquidity was further challenged following the completion~~investing section of ~~the acquisition~~its statement of ~~Anatolia Energy Limited (“Anatolia Energy”) on November 9, 2015, whereby~~cash flows.

2. LIQUIDITY

At March 31, 2017, the Company ~~acquired all~~had working capital of $11.4 million, which is expected to provide it with the issued and outstanding common stock of Anatolia Energy (the “Anatolia Transaction”), as the Company incurred higher than expected transaction costs and assumed significant unpaid trade payables from Anatolia Energy.necessary liquidity through March 31, 2018. At ~~September 30,~~December 31, 2016, ~~the Company’s cash balances were $3.8 million and~~ the Company had a working capital deficit of ~~$6.0~~$4.3 million. The increase in working capital of $15.7 million for the three months ended March 31, 2017 was primarily due to the following:

•

the completion of two equity offerings in January 2017 and February 2017 for net proceeds of $8.9 million and $4.5 million, respectively;

•

the completion of the sale of the Company’s wholly-owned subsidiary Hydro Resources Inc. (“HRI”) to Laramide Resources Ltd. (“Laramide”) on January 5, 2017. Upon completion, the Company received $2.2 million in cash, a $5.0 million promissory note, of which ~~deficit includes $7.5~~$1.5 million ~~related to~~is due within 12 months and 2,218,333 shares of Laramide Resources Ltd.’s common stock which had a fair value of $1.0 million at March 31, 2017. Details regarding this transaction are discussed in Note 3, below; and

•

the repayment of the remaining $5.5 million outstanding under the RCF Loan (defined in Note ~~6, below) which matures on December~~7, below.)

Subsequent to March 31, 2016. The ending cash balance of $3.8 million is expected to provide the Company with sufficient capital to fund its critical operations through December 31, 2016. The Company’s ability to avoid default on RCF Loan will depend upon renegotiation of the loan terms or raising additional capital from other sources. The Company presently anticipates funding from the following sources:

~~Laramide Asset Sale~~

~~On April 7, 2016, Laramide Resources Ltd. (“Laramide Resources”) and~~2017, the Company entered into a ~~Share Purchase~~Controlled Equity Offering Sales Agreement ~~(the “Laramide SPA”) for the sale of its wholly-owned subsidiary Hydro Resources Inc.,~~on April 14, 2017 pursuant to which ~~holds the Company’s Churchrock and Crownpoint properties in New Mexico for $12.5 million. Under the terms of the Laramide SPA,~~ the Company ~~expects~~may offer and sell from time to receive an initial cash payment of $5.25 million upon closing. The closing is subject to certain conditions including completion of a financing by Laramide Resources on commercially reasonable terms and in such amount as is necessary to fund the $5.25 million cash payment. Closing is currently anticipated to occur by November 30, 2016. Either party may terminate the Laramide SPA if the closing has not occurred by November 30, 2016, which was extended under an amendment agreement from September 30, 2016. See note 5 for further discussion.

~~Common Stock Purchase Agreement with Aspire Capital~~

~~On April 8, 2016, the Company entered into a Common Stock Purchase Agreement (“CSPA”) with Aspire Capital Fund, LLC (“Aspire Capital”) to place up to $12.0 million in the aggregate~~time shares of its common stock ~~over a term of 30 months following receipt of shareholder approval. The Company’s shareholders approved the issuance~~having an aggregate offering price of up to ~~5.0~~$30.0 million shares of common stock under the CSPA at its Annual General Meeting of Stockholders on June 7, 2016. As of November 10, 2016 the Company has approximately $6.3 million of common stock and 744,650 shares available for future sales.through Cantor Fitzgerald & Co. acting as sales agent (the “ATM Offering”.) The ~~Company would need to seek stockholder approval before issuing shares in excess of such 744,650 shares.~~

The Company’s ability to continue to fund its ongoing operations and continue as a going concern is dependent upon the sources of capital above and the renegotiation or refinancing of the RCF Loan. While the Company initially expected that the Laramide SPA would close by September 30, 2016, Laramide Resources has experienced delays in obtaining the necessary funding to close the transaction and, as a result, the Company and Laramide Resources agreed to extend the closing date to November 30, 2016. Based on continued discussions with Laramide Resources and the payment of the $250,000 extension fee, the Company believes that the ~~funding~~ATM Offering, along with its existing working capital balance, will beprovide it with the necessary liquidity to fund operations in ~~place~~2018 and beyond. The Company will also continue to close by November 30, 2016. In addition, factors such as the Company’s market capitalization, current share price, volatility of trading volume and potential to fall below the reference price under the CSPA ($0.50 per share) may make it difficult for the Company to fully utilize the $6.3 million available under the CSPA. Therefore, the Company may needexplore additional opportunities to raise ~~additional~~ capital, ~~from other sources. The Company is currently evaluating its options with respect to the RCF Loan and continues to explore opportunities to~~ further monetize its non-core assets and identify ways to reduce its cash expenditures.

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Specifically, the Company completed a registered direct offering in February 2014 for net proceeds of $9.3 million and procured the RCF Loan in November 2013 that provided the Company with $8.0 million in cash, which debt matures on December 31, 2016.

While the Company has been successful in the past raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs ~~including upon the maturity of our outstanding debt,~~ or on terms acceptable to the Company. In the event that funds are not available, the Company may be required to materially change its business ~~plans and it could default under the RCF Loan.~~

plans.

3. ~~PROPERTY, PLANT AND EQUIPMENT~~DISPOSAL OF HYDRO RESOURCES, INC.

Net Book Value of Property, Plant and Equipment at September 30, 2016
(thousands of dollars)

Turkey

Texas

New Mexico

Corporate

Total
Uranium plant

$                -

$       8,621

$                -

$               -

$            8,621
Mineral rights and properties

17,968

979

19,102

-

38,049
Other property, plant and equipment
22

1,257

-

144

1,423
     Total

$      17,990

$     10,857

$      19,102

$          144

$           48,093

Net Book Value of Property, Plant and Equipment at December 31, 2015
(thousands of dollars)

Turkey

Texas

New Mexico

Corporate

Total
Uranium plant

$                -

$       8,653

$                -

$               -

$            8,653
Mineral rights and properties

17,968

1,513

19,102

-

38,583
Other property, plant and equipment
22

1,352

-

202

1,576
     Total

$      17,990

$     11,518

$     19,102

$          202

$          48,812

~~During~~On January 5, 2017, Laramide and the ~~nine-month period ended September 30,~~Company closed the sale of the Company’s wholly-owned subsidiary HRI, which holds the Churchrock and Crownpoint projects, pursuant to a Share Purchase Agreement (the “Laramide SPA”). Under the terms of the Laramide SPA, as amended on December 5, 2016, the Company received the following consideration:

•

$2.5 million in cash, of which $250,000 was paid in advance on October 21, 2016;

•

2,218,333 each of shares of Laramide common stock and Laramide common stock purchase warrants. Each common stock purchase warrant entitles the Company to purchase one share of common stock of Laramide at a price of CDN$0.45 for a period of 60 months from the date of closing;

•

a $5.0 million promissory note, secured by a mortgage over the projects. The note has a three-year term and carries an initial interest rate of 5% which then increases to 10% upon Laramide’s decision regarding commercial production at the Churchrock project. Principal payments of approximately $1.5 million are due and payable on January 5 in each of 2018 and 2019, with the balance of $2.0 million due and payable on January 5, 2020. Interest is payable on a quarterly basis, provided however that no interest will be payable until March 31, 2018. Laramide will have the right to satisfy up to half of each of these principal payments by delivering shares of its common stock to the Company, which shares will be valued by reference to the volume weighted average price (“VWAP”) for Laramide’s common stock for the 20 trading days before the respective anniversary of January 5, on which each payment is due;

•

a retained 4.0% Net Smelter Returns Royalty (“NSR Royalty”) on the Churchrock project, which royalty may be repurchased by Laramide by January 5, 2018 for $4.95 million; and

•

an option to purchase Laramide’s La Sal project for $3.0 million and an option to purchase its La Jara Mesa project for $5.0 million, both of which expire on January 5, 2018. Any such exercise by the Company will first result in a reduction of the principal amount due under the promissory note with any remaining portions of the purchase price to be paid in cash by the Company.

The divestiture of HRI was accounted for as an asset disposal and the non-cash consideration received from Laramide was recorded ~~an impairment charge~~at fair value. The fair value of the shares of Laramide common stock received was determined using the closing share price of Laramide’s stock on January 5, 2017. The Company did not record a value for the warrants received as these were considered contingent consideration until the receipt of approval by Laramide’s stockholders which was obtained at a meeting held on April 27, 2017. Upon stockholder approval, the Company recorded additional gain of $0.5 million, ~~on its Sejita Dome project~~ which was the ~~result of URI’s Board of Directors and management determining that recent exploration results indicated that the project should be terminated. As a result, the carrying~~fair value of the ~~Sejita Dome project~~warrants using the black-scholes method on that date. The fair value of the notes receivable was ~~written down~~determined using the present value of the future cash receipts discounted at a market rate of 9.5%. The Company did not record a separate fair value for the options as the exercise of the options would reduce the amount outstanding under the notes receivable. Due to the high degree of uncertainties surrounding future mine development and minerals prices, as well as limited marketability, the Company determined the fair value of the NSR Royalty to be nil. The following fair value amounts were recorded as the purchase consideration:


(thousands of dollars)		Fair Value
Cash, less transaction costs		$ 1,950
Laramide common stock		569
Notes receivable		3,501
Total consideration received		$ 6,020

The fair value of the shares of Laramide’s common stock received were valued using Level 1 inputs of the fair value hierarchy and the fair value of the notes receivable was valued using Level 2 inputs, as defined in Note 4 below.

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Company recorded the following gain on disposal of uranium properties within its Condensed Consolidated Statement of Operations:


(thousands of dollars)
Total consideration received		$ 6,020
Carrying value of Churchrock project		(2,123)
Carrying value of other plant and equipment		(31)
Accounts payable		1
Asset retirement obligation		105
Royalty payable on Churchrock project		450
Gain on disposal of HRI		$ 4,422

4. ~~MINERAL PROPERTY EXPENDITURES~~FINANCIAL INSTRUMENTS

Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

~~Mineral property expenditures by jurisdiction~~•

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are observable at the measurement date.

•

Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the ~~three~~asset or liability (i.e., interest rates, yield curves, etc.), and ~~nine months ended September 30,~~inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

•

Level 3 includes unobservable inputs that reflect management’s assumptions about what factors market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including internal data.

The Company believes that the fair values of our assets and liabilities approximate their reported carrying amounts. The following table presents information about assets that were recorded at fair value on a recurring and non-recurring basis as of March 31, 2017 and December 31, 2016 and ~~2015are as follows:~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

(thousands of dollars)
Temrezli project, Turkey

$                   31

$                        -

$                 453

$                    -
     Total Turkey projects

31

-

453

-

Kingsville Dome project, Texas

214

200

624

589
Rosita project, Texas

130

306

290

548
Vasquez project, Texas

105

111

365

409
Butler Ranch project, Texas

9

179

19

250
Other projects, Texas

2

55

61

535
     Total Texas projects

460

851

1,359

2,331

Cebolleta project, New Mexico

-

-

537

537
Juan Tafoya project, New Mexico

37

37

48

46
Other projects, New Mexico

32

32

32

107
     Total New Mexico projects

69

69

617

690

Columbus Basin project, Nevada

113

-

113

-
Other projects, Nevada

14

-

14

-
     Total Nevada projects

127

-

127

-

Sal Rica project, Utah

352

-

352

-
     Total Utah projects

352

-

352

-

Total expense for the period

$                   1,039

$                   920

$                 2,908

$              3,021

On August 23, 2016, the Company staked approximately 4,600 acres of placer mining claims covering a prospective target for lithium-enriched brines in the Columbus Salt Marsh area of west-central Nevada. The target area, known as the Nina project, is situated within a region of known lithium mineralization and is located approximately 45 miles west of Tonopah, Nevada.

On September 21, 2016, the Company entered into a Sale and Purchase Agreement (the “Mesa SPA”) with Mesa Exploration Corp. (“Mesa”) to acquire certain placer mining claims comprising the Sal Rica project. The Sal Rica project is comprised of approximately 9,800 acres of placer mining claims covering a prospective target for lithium-enriched brines. The target area is situated within a region of known brine-hosted lithium mineralization and is approximately 25 miles north of the town of Wendover, Utah.

Under the terms of the Mesa SPA, the Company acquired a 100% interest in the Sal Rica project, subject to a 2% net smelter return royalty (“NSR Royalty”), for the following consideration: (i) $50,000 cash paid to Mesa at closing; (ii) 100,000 unregistered shares of the Company’s common stock at closing, with a registration statement to be filed with the SEC within 28 days of issue; and (iii) 100,000 unregistered shares of the Company’s common stock on the first anniversary date of closing, with a registration statement to be filed with the SEC within 28 days of issue. The closing of the transaction occurred on October 19, 2016, at which time the Company issued 100,000 unregistered shares of common stock and paid $50,000 to Mesa. As of September 30, 2016 the Company recorded exploration expense of $0.3 million related to the Mesa SPA, which includes the $50,000 paid to Mesa on October 19, 2016 and $279,000 of expense related toindicate the fair value ~~of the shares to be issued to Mesa.~~hierarchy:


	March 31, 2017
(in thousands)	Level 1	Level 2	Level 3	Total
Current Assets
Marketable securities	$ 999	$ -	$ -	$ 999
Notes receivable – current	-	1,500	-	1,500
Total current assets recorded at fair value	$ 999	$ 1,500	$ -	$ 2,499
Non-Current Assets
Restricted cash	3,941	-	-	3,941
Notes receivable - non-current	-	2,176	-	2,176
Total non-current assets recorded at fair value	$ 3,941	$ 2,176	$ -	$ 6,117

	December 31, 2016
	Level 1	Level 2	Level 3	Total
Non-Current Assets
Restricted cash	$ 3,964	$ -	$ -	$ 3,964
Total non-current assets recorded at fair value	$ 3,964	$ -	$ -	$ 3,964

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Assets that are measured on a recurring basis include the Company’s marketable securities and restricted cash. The Company’s notes receivable current and non-current were measured at fair value upon receipt, which approximates fair value as of March 31, 2017.

5. ~~ASSETS HELD FOR SALE~~PROPERTY, PLANT AND EQUIPMENT


	Net Book Value of Property, Plant and Equipment at March 31, 2017
(thousands of dollars)	Turkey	Texas	New Mexico	Corporate	Total
Uranium plant	$ -	$ 8,455	$ -	$ -	$ 8,455
Mineral rights and properties	17,968	-	19,102	-	37,070
Other property, plant and equipment	21	1,176	-	127	1,324
Total	$ 17,989	$ 9,631	$ 19,102	$ 127	$ 46,849

	Net Book Value of Property, Plant and Equipment at December 31, 2016
(thousands of dollars)	Turkey	Texas	New Mexico	Corporate	Total
Uranium plant	$ -	$ 8,459	$ -	$ -	$ 8,459
Mineral rights and properties	17,968	-	19,102	-	37,070
Other property, plant and equipment	22	1,224	-	141	1,387
Total	$ 17,990	$ 9,683	$ 19,102	$ 141	$ 46,916

6. MINERAL PROPERTY EXPENDITURES

Mineral property expenditures by geographical location for the three months ended March 31, 2017 and 2016are as follows:


	For the Three Months Ended March 31,
	2017	2016
	(thousands of dollars)
Temrezli project, Turkey	$ 98	$ 241
Total Turkey projects	98	241

Kingsville Dome project, Texas	262	234
Rosita project, Texas	112	68
Vasquez project, Texas	169	158
Other projects, Texas	1	22
Total Texas projects	544	482

Cebolleta project, New Mexico	-	1
Juan Tafoya project, New Mexico	6	7
Total New Mexico projects	6	8

Columbus Basin project, Nevada	117	-
Other projects, Nevada	4	-
Total Nevada projects	121	-

Total expense for the period	$ 769	$ 731

On ~~April 7, 2016,~~March 24, 2017, the ~~Company~~Company’s wholly owned subsidiary Lithium Holdings Nevada LLC entered into ~~the Laramide SPA with Laramide Resources for the sale~~an option agreement to purchase a block of its wholly-owned subsidiary Hydro Resources, Inc., which holds the Company’s Churchrock and Crownpoint projects. Under the terms of the Laramide SPA, the Company is set to transfer ownership of the Churchrock and Crownpoint projects in exchange for the following consideration from Laramide Resources at closing:

~~$5.25 million in cash; and~~

~~$7.25 million promissory note, secured by a deed of trust or mortgage over the projects. The note will have a three-year term and carry~~unpatented placer mining claims covering an ~~initial interest rate of 5% which then increases to 10% upon Laramide Resources decision regarding commercial production at the Churchrock project. Principal payments~~area of approximately ~~$2.4 million are due and payable on~~3,000 acres within the ~~anniversary~~Columbus Salt Marsh area of the closing of the transaction in each of 2017, 2018 and 2019. Interest will be payable on a quarterly basis, provided however that no interest will be payable prior to the first principal payment in 2017.

Esmeralda County, Nevada. The closing under the Laramide SPA is subject to various conditions, including, without limitation, completion of a financing by Laramide Resources on commercially reasonable terms and in such amount as is necessary to fund the $5.25 million purchase price and certain customary and required consents and releases of and by third parties, including RCF. The United States Nuclear Regulatory Commission has approved the transfer of the Company’s license to Laramide Resources, effective at closing.

Either party could originally terminate the Laramide SPA if the closing thereunder had not occurred on or before September 30, 2016. On October 2, 2016, the Company and Laramide Resources agreed to extend the Laramide SPA until November 30, 2016 in exchange for an extension payment of $250,000 which was paid to the Company on October 21, 2016. Other than an extension of the date by which either party could terminate the Laramide SPA from September 30, 2016 to November 30, 2016, no further changes were made to the Laramide SPA. The $250,000 extension payment is non-refundable and will be treated as a pre-payment of the purchase price upon closing of the transaction.

As a result, the assets and liabilities associated with the Churchrock and Crownpoint projects have been classified as held for sale as of September 30, 2016 and December 31, 2015. The Company recently acquiredclaims adjoin a portion of the ~~Churchrock~~Company’s current property holdings at its Columbus Basin project, ~~from Energy Fuels Inc.,~~expanding the project area within the basin to approximately 14,000 acres. The Company has the right to conduct exploration activities on the claims during the one-year option period. Under the option agreement, the Company may acquire the mineral property claims on or before March 24, 2018 in exchange for 200,000 shares of its common stock and ~~recorded~~a 1% NSR Royalty on the ~~assets at a fair value of $2.1 million.~~ claims. The Company paid $75,000 for this option, which has been included as exploration expense for the Columbus Basin project.

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

7. CONVERTIBLE LOAN ~~RELATED PARTY~~

On November 13, 2013, the Company entered into a loan agreement (the “RCF Loan”) with Resource Capital Fund V L.P. (“RCF”), whereby RCF agreed, subject to the terms and conditions set forth in the RCF Loan, to provide a secured convertible loan facility of up to $15.0 million to the Company, which was subsequently amended on April 29, 2014 to reduce the amount available thereunder from $15.0 million to $8.0 million. The Company exchanged $2.5 million ~~all of which has been drawn. No additional amounts may be drawn under the RCF Loan.~~

~~Amounts drawn under the RCF Loan mature on~~in principal for its common shares in December ~~31,~~ 2016 and ~~bear interest at 10% per annum, payable quarterly in arrears in shares of~~repaid the Company’s common stock or, at RCF’s election, in cash. The number of shares to be issued as payment for interest is determined based upon the volume weighted-average price (“VWAP”) of the Company’s common stock for the 20 trading days preceding the last day of each quarter. Accordingly, the Company issued 38,086 shares of common stock on January 4, 2016 for settlement of interest expense of $0.2 million related to the three-month period ended December 31, 2015. RCF elected to receive cash in lieu of shares for the March 31, 2016 and the June 30, 2016 interest payments. On June 10, 2016, the Company paid $0.3 million to RCF which included $0.2 million in interest owing from March 31, 2016 and a $0.1 million interest penalty on the late payment. On July 10, 2016, the Company paid $0.2 million to RCF in interest owing from June 30, 2016.

As of September 30, 2016, interest expense of $0.2 million relating to the three-month period ended September 30, 2016 was included in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets. The Company subsequently paid this interest in cash on October 11, 2016.

~~URANIUM RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~The following table represents the key components of the RCF Loan:~~

September 30,

December 31,

2016

2015
(thousands of dollars)

Debt principal

$      8,000

$            8,000
Unamortized discount

(491)

(1,846)
Carrying value of convertible loan, end of period

$      7,509

$            6,154

For the three- and nine-month periods ended September 30, 2016, the Company recorded amortization of the debt discount and establishment fee of $0.5 million and $1.4 million, respectively, which has been included in interest expense in the Company’s Condensed Consolidated Statements of Operations.

RCF may convert amounts drawn under the RCF Loan into shares of the Company’s common stock at any time prior to maturity on December 31, 2016. The conversion price is set at $31.20 per share. As of November 10, 2016, RCF owned 718,137 shares or 5.4% of the Company’s outstanding common stock. If RCF were to convert the entire $8.0remaining $5.5 million outstanding under the RCF Loan on February 9, 2017. No further obligations remain under the RCF ~~would receive 256,410 shares~~Loan following the repayment. The Company and RCF remain party to the Stockholders’ Agreement dated March 1, 2012, pursuant to which RCF has the right to participate in equity offerings by the Company, in order to maintain its pro rata ownership of the Company’s common stock. Based on the Schedule 13D/A filed by RCF on March 3, 2017, RCF and its affiliates beneficially owned approximately 2.9% of the Company’s outstanding common stock ~~and RCF’s ownership percentage in~~as of April 13, 2017.

As a result of the repayment, the Company ~~would increase to 7.14%.~~recorded a loss of $39,000 on the extinguishment of debt which represented the difference between the principal amount of $5.5 million and the carrying value of the RCF Loan on the date of repayment.

7.8. ASSET RETIREMENT OBLIGATIONS

The following table summarizes the changes in the reserve for future restoration and reclamation costs on the balance sheet:

September 30,

December 31,

2016

2015
(thousands of dollars)

Balance, beginning of period

$      4,468

$ 4,196
Liabilities settled

(54)

(178)
Accretion expense

360

450
Balance, end of period

4,774

4,468
     Less: Current portion

(121)

(121)
     Less: Liabilities held for sale

(105)

(105)
Non-current portion

$      4,548

$ 4,242


	March 31,	December 31,
	2017	2016
(thousands of dollars)
Balance, beginning of period	$ 4,894	$ 4,468
Liabilities settled	(14)	(54)
Liabilities disposed	(105)
Accretion expense	132	480
Balance, end of period	4,907	4,894
Less: Current portion	(121)	(121)
Less: Liabilities held for sale	-	(105)
Non-current portion	$ 4,786	$ 4,668

The Company is currently performing surface reclamation activities at its Rosita project located in Duval County, Texas. The Company’s current liability of $0.1 million consists of the estimated costs associated with current ~~and planned~~ surface reclamation activities through ~~September 2017~~March 2018 at the Company’s Rosita project.

9. COMMON STOCK

Common Stock Issued, Net of Issuance Costs

Confidentially Marketed Public Offering

On January 19, 2017, the Company completed a registered public offering for net proceeds of $8.9 million. The Company sold 1,399,140 shares of common stock at a price of $2.01 per share and 3,426,731 pre-funded warrants at a price of $2.00 per warrant. The warrants have an exercise price of $0.01. All of the pre-funded warrants have been exercised.

Registered Direct Offering

On February 16, 2017, the Company completed a registered direct offering for net proceeds of $4.5 million with Aspire Capital Fund LLC (“Aspire Capital”) whereby Aspire Capital purchased 2,100,000 shares of common stock at a price of $1.58 and 748,101 pre-funded common stock purchase warrants at a price of $1.57. The warrants have an exercise price of $0.01 per share and a term of three years. All of the pre-funded warrants have been exercised.

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~8. COMMON STOCK~~

~~Common Stock Issued, Net of Issuance Costs~~

~~Reverse Stock Split~~

Immediately following the close of trading on March 7, 2016, the Company effected a one-for-twelve reverse stock split of its common stock. With the reverse stock split, every twelve 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 reduced the number of shares outstanding from approximately 61.8 million shares to approximately 5.2 million shares. In addition, effective upon the reverse stock split, the number of authorized shares of the Company’s common stock was reduced from 200 million to 100 million. The reverse stock split did not have any effect on the par value of the Company’s common stock. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would have resulted were settled in cash. All share data herein has been retroactively adjusted for the reverse stock split.

~~Registered Direct Offerings~~

On February 3, 2016, URI and Aspire Capital entered into a stock purchase agreement whereby URI sold 296,666 shares of its common stock in a registered direct offering for gross and net proceeds of $0.8 million. There were no underwriting discounts or placement agent fees.

On April 4, 2016, URI and Aspire Capital completed a registered direct offering whereby URI sold 375,000 shares of its common stock at a price of $2.17 per share and 200,000 pre-funded common stock purchase warrants at a price of $2.16 per warrant, which was paid at closing. Gross proceeds from the offering were $1.2 million, including $0.4 million from the sale of the pre-funded warrants. The warrants had an exercise price of $0.01 per share and a term of three years. On June 3, 2016, Aspire Capital exercised all outstanding common stock purchase warrants and the Company issued 200,000 shares of common stock to Aspire Capital as a result.

~~Common Stock Purchase Agreement with Aspire Capital~~

On April 8, 2016, the Company entered into the CSPA with Aspire Capital to place up to $12.0 million in the aggregate of the Company’s common stock on an ongoing basis when required by the Company over a term of 30 months. The Company will control the timing and amount of sales to Aspire Capital, and at a price based on market prices at that time. As consideration for Aspire Capital entering into the purchase agreement, the Company issued 240,000 shares of its common stock to Aspire Capital upon the Company’s receipt of stockholder approval at its Annual General Meeting of Stockholders which was held on June 7, 2016. Following effectiveness of an S-1 registration statement relating to the resale of the shares subject to the CSPA on June 3, 2016 and receipt of stockholder approval for the issuance of up to 5.0 million shares of its common stock on June 7, 2016, the Company began selling shares of its common stock to Aspire Capital under the terms of the CSPA.

During the nine months ended September 30, 2016, the Company sold 3,220,000 shares of common stock for net proceeds of $4.7 million under the CSPA. Subsequent to September 30, 2016, the Company sold 795,350 shares of common stock for net proceeds of approximately $1.0 million under the CSPA. As of November 10, 2016, approximately $6.3 million of the aggregate $12.0 million and 744,650 shares remained available for future sales under the CSPA. The Company would need to seek stockholder approval before issuing shares in excess of such 744,650 shares.

~~URANIUM RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~Option Agreement~~

On February 3, 2016, the Company issued 75,000 shares of common stock, with a fair value on the date of issuance of $0.3 million, to Aspire Capital as consideration for Aspire Capital entering into an option agreement (the “Option Agreement”) by which Aspire Capital granted the Company the right at any time or times prior to April 30, 2017 to require Aspire Capital to enter into up to two common stock purchase agreements, each having a term of up to 24 months and collectively requiring Aspire Capital to purchase up to $10 million in the aggregate of our common stock at such times and in such amounts as elected by the Company under the terms of the option agreement. The parties terminated the Option Agreement upon entering into the CSPA.

~~At-the-Market Sales~~

On October 31, 2011, the Company entered into an At-The-Market Sales Agreement with BTIG LLC (the “ATM Sales Agreement”), a global securities trading firm that acts as our sales agent. Under the ATM Sales Agreement, the Company may from time to time sell shares of its common stock having an aggregate offering amount up to $15.0 million in “at-the-market” offerings, which shares are registered under the Company’s currently effective registration statement on Form S-3. The Company filed a prospectus supplement dated November 17, 2015 with the Securities and Exchange Commission in connection with the offering, relating to shares of its common stock having an aggregate offering price of up to $6.0 million. The Company pays BTIG a commission equal to 3.0% of the gross proceeds from the sale of any shares pursuant to the ATM Sales Agreement.

During the nine months ended September 30, 2016 the Company sold 3,298,396 shares of common stock for net proceeds of $5.8 million under the ATM Sales Agreement. As of September 30, 2016, the Company had fully utilized its ATM Sales Agreement and, as a result, no capacity remained available for future sales.

Common Stock Issued for ~~Loan Interest and~~Investor Relations Fees

As discussed in Note 6 above, unless RCF elects to receive cash, RCF receives common shares of the Company for the payment of interest owing on the RCF Loan. For the nine months ended September 30, 2016,On February 28, 2017, the Company issued ~~38,086~~150,000 shares ~~of common stock for the payment of $0.2 million in accrued interest and fees for the three-month period ended December 31, 2015.~~

~~Common Stock Issued for Anatolia Energy transaction fees~~

~~On January 8, 2016, the Company issued 117,097 shares of common stock~~ with a fair market value of $0.3 million or $2.00 per share ~~of $6.00 in satisfaction of $0.7 million in required termination payments related~~as partial consideration for investor relations services that will be provided to the ~~Anatolia Transaction.~~ Company over the next 12 months.

~~On June 30, 2016, the Company issued 47,229 shares of common stock with a fair market value per share of $1.60 in satisfaction of $0.1 million in fees related to the Anatolia Transaction.~~

On August 1, 2016, the Company issued 50,665 shares of common stock with a fair market value per share of $1.42 in satisfaction of $0.1 million in required termination payments related to the Anatolia Transaction.

9.10. STOCK-BASED COMPENSATION

Stock-based compensation awards consist of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) issued under the Company’s equity incentive plans which include: the 2013 Omnibus Incentive Plan (the “2013 Plan”); the 2007 Restricted Stock Plan (the “2007 Plan”); the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan”); and the 2004 Stock Incentive Plan (the “2004 Plan”). Upon approval of the 2013 Plan by the Company’s stockholders on June 4, 2013, the Company’s authority to grant new awards under all plans other than the 2013 Plan was terminated. As of ~~September 30, 2016, 49,569~~March 31, 2017, 54,460 shares were available for future issuances under the 2013 Plan. For the three months ending ~~September 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the Company recorded stock-based compensation expense of ~~$0.1~~$22,000 and $0.2 million, and $0.3 million, respectively. For the nine months ending September 30, 2016 and 2015, the Company recorded stock-based compensation of $0.5 million and $0.8 million respectively. Stock-based compensation isrespectively, which has been included in general and administrative expense.

~~URANIUM RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

In addition to the plans above, upon ~~completion~~closing of the Company’s acquisition of the Anatolia ~~Transaction,~~Energy Ltd in November 2015, the Company issued 374,749 replacement options and performance shares to the option holders and performance shareholders of Anatolia ~~Energy.~~Energy Ltd. The number of replacement options and performance shares was based upon the Black-Scholes value with the exercise prices of the replacement options and performance shares determined using the exchange rate of 0.00548. The options and performance shares were issued with the same terms and conditions as were applicable prior to the acquisition of Anatolia Transaction. During the nine months ended September 30, 2016 all of the performance shares expired without the performance condition being satisfied. Also, on September 30, 2016, 209,872 replacement stock options with an exercise price of $16.68 per share and a grant date fair value of $1.71 per share expired without being exercised.

~~Bonus Shares~~

~~The Company did not award any bonus shares during the nine-month period ending September 30, 2016.~~

In March 2015, in accordance with the Company’s short-term incentive plan, the Company awarded its executives bonuses that were paid out in common stock of the Company. The bonus shares vested immediately and had a fair value of $0.3 million which was determined using the closing share price of the Company’s common stock on the date of grant.

Energy Ltd.

Stock Options

The following table summarizes stock options outstanding and changes for the ~~nine-month~~three-month periods ending ~~September 30,~~March 31, 2017 and 2016, ~~and 2015:~~which excludes non-compensatory stock options that are listed on the ASX, relating to 266,742 shares in each period:

September 30,

September 30,

2016

2015

Number of Stock Options

Weighted Average Exercise Price

Number of Stock Options

Weighted Average Exercise Price
Stock options outstanding at beginning of period

326,424

$           24.90

13,396

$         303.36
Expired

(215,346)

27.64

(208)

394.80
Stock options outstanding at end of period

111,078

$           19.60

13,188

$         300.72
Stock options exercisable at end of period

110,869

$           19.57

11,139

$         349.56


	March 31,		March 31,
	2017		2016
	Number of Stock Options	Weighted Average Exercise Price	Number of Stock Options	Weighted Average Exercise Price
Stock options outstanding at beginning of period	110,828	$ 18.24	326,424	$ 24.90
Expired	(5,583)	11.04	-	-
Stock options outstanding at end of period	105,245	$ 18.62	326,424	$ 24.90
Stock options exercisable at end of period	105,139	$ 18.60	326,111	$ 24.89

The following table summarizes stock options outstanding and exercisable by stock option plan at ~~September 30, 2016:~~March 31, 2017, which excludes non-compensatory stock options that are listed on the ASX, relating to 266,742 shares:


	Outstanding Stock Options		Exercisable Stock Options
Stock Option Plan	Number of Outstanding Stock Options	Weighted Average Exercise Price	Number of Exercisable Stock Options	Weighted Average Exercise Price
2004 Plan	4,792	$ 35.14	4,792	$ 35.14
2004 Directors’ Plan	1,390	629.52	1,390	629.52
2013 Plan	417	35.88	312	35.88
Replacement Stock Options	98,646	9.13	98,645	9.23
	105,245	$ 18.62	105,139	$ 18.60

URANIUM RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Outstanding Stock Options

Exercisable Stock Options
Stock Option Plan

Number of Outstanding Stock Options

Weighted Average Exercise Price

Number of
Exercisable
Stock Options

Weighted Average Exercise Price
2004 Plan

5,042

$ 64.28

5,042

$ 64.28
2004 Directors’ Plan

1,390

629.52

1,390

629.52
2013 Plan

417

35.88

208

35.88
Replacement Stock Options

104,229

9.24

104,229

9.33

111,078

19.60

110,869

19.57

Restricted Stock Units

Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Compensation Committee of the Board of Directors at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria.

~~URANIUM RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The following table summarizes RSU activity for the ~~nine-month~~three-month periods ended ~~September 30, 2016~~March 31, 2017 and ~~2015:~~2016:


	March 31,		March 31,
	2017		2016
	Number of RSUs	Weighted-Average Grant Date Fair Value	Number of RSUs	Weighted-Average Grant Date Fair Value
Unvested RSUs at beginning of period	8,649	$ 43.71	32,699	$ 34.25
Forfeited	-	-	(3,332)	32.21
Vested	(2,513)	31.32	(5,291)	32.71
Unvested RSUs at end of period	6,136	$ 48.78	24,076	$ 34.87

September 30,

September 30,

2016

2015

Number of RSUs

Weighted-Average Grant Date Fair Value

Number of RSUs

Weighted-Average Grant Date Fair Value
Unvested RSUs at beginning of period

32,699

$           34.25

45,401

$           34.08
Granted

-

-

-

-
Forfeited

(3,334)

32.21

(1,667)

32.16
Vested

(7,698)

29.45

(11,032)

34.08
Unvested RSUs at end of period

21,667

$           36.27

32,702

$           34.20

Total estimated unrecognized compensation cost from unvested RSUs as of September 30, 2016 was approximately $0.3 million, which is expected to be recognized over a weighted-average period of 0.65 years.

~~Restricted Stock Awards~~

Time-based and performance-based RSAs are valued using the closing share price of the Company’s common stock on the date of grant. Vesting based on performance criteria is generally based on the Company’s prior year performance as determined by the Compensation Committee of the Board of Directors at each vesting date, and the valuation of such grants assumes full satisfaction of all performance criteria. Employee participants who receive restricted stock awards have all of the rights of a shareholder, including the right to vote shares of restricted stock that are the subject of the grant and the right to receive any regular cash dividends paid out of current earnings.

~~The following table summarizes RSA activity for the nine-month periods ended September 30, 2016 and 2015:~~

September 30,

September 30,

2016

2015

Number of RSAs

Weighted-Average Grant Date Fair Value

Number of RSAs

Weighted-Average Grant Date Fair Value
Unvested RSAs at beginning of period

1,366

$           40.01

2,223

$           62.52
Granted

-

-

-

-
Forfeited

(104)

80.40

(104)

80.40
Vested

(336)

47.51

(752)

101.04
Unvested RSAs at end of period

926

$           32.76

1,367

$           40.08

~~10.~~11. EARNINGS PER SHARE

Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Potentially dilutive shares of ~~839,227~~561,456 were excluded from the calculation of earnings per share because the effect on the basic ~~loss~~income per share would be anti-dilutive ~~due to our net loss position~~ for the ~~three and nine months~~quarter ended ~~September 30, 2016.~~March 31, 2017.

~~URANIUM RESOURCES, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~11.~~12. COMMITMENTS AND CONTINGENCIES

The Company’s uranium recovery operations are subject to federal and state regulations for the protection of the environment, including water quality. ~~These laws frequently change~~Future closure and ~~generally become more restrictive.~~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 ~~the Company’s~~their accrual for costs. The Company believes its operations are ~~in substantial compliance~~materially compliant with current ~~federal and state~~ environmental regulations.

As discussed in Part II. Item 1. “Legal Proceedings,” below, the Company and a former contractor agreed to settle a complaint filed against the Company whereby the former contractor alleged that the Company breached a compensation agreement between the Company and the contractor. The Company and the former contractor agreed to a settlement amount equal to $90,000 in three installments: $10,000 to be paid within five business days of executing a settlement agreement; $40,000 to be paid on or before June 30, 2016; and the remaining $40,000 to be paid on or before September 30, 2016. As of September 30, 2016, the Company had made all required payments under the settlement agreement.

~~12.~~13. GEOGRAPHIC AND SEGMENT INFORMATION

The Company has one reportable operating segment, consisting of ~~uranium and lithium~~the exploration and development ~~activities.~~of lithium and uranium projects. These activities are focused principally in the United States and the Republic of Turkey. We reported no revenues during the ~~three- and nine-month~~three-month periods ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~2016. Geographic location of property, plant and equipment, including mineral rights, and mineral property expenses, is provided in Notes 35 and 4,6, above.

14. SUBSEQUENT EVENT

On April 14, 2017, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) acting as sales agent. Under the ATM Offering, the Company may from time to time sell shares of its common stock having an aggregate offering amount up to $30.0 million in “at-the-market” offerings, which shares are registered under a registration statement on Form S-3, which was declared effective on March 9, 2017. The Company pays Cantor a commission equal to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering. As of May 11, 2017, the Company had sold 20,413 shares of common stock for net proceeds of $37,152 million under the ATM Offering. As a result, the Company had approximately $30.0 million remaining available for future sales under the ATM Offering.

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

The following management’s discussion and analysis of the consolidated financial results and condition of URI for the three ~~and nine~~ months ended ~~September 30, 2016~~March 31, 2017 has been prepared based on information available to us as of ~~November 10, 2016.~~May 11, 2017. This discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of URI for the period ended December 31, ~~2015~~2016 and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements.”

Introduction

URI is an energy metals exploration and development ~~and production company focused on energy-related metals.~~company. We were organized in 1977 to acquire and develop uranium projects in South Texas using the in-situ recovery (“ISR”) process. We have historically produced uranium by ISR methods in the state of Texas where we currently have ISR projects and two licensed processing facilities. Following our 2015 acquisition of Anatolia Energy, we are focused on ~~advancing to near-term production~~expanding our energy metals strategy, which includes developing our new lithium business while maintaining optionality on the Temrezli ISR project in Central Turkey. URI also controls extensive exploration properties in the region of the Temrezli project, which are held under nine exploration and operating licenses covering approximately 32,000 acres,future rising uranium price with numerous exploration targets, including the potential satellite Sefaatli project, which is located approximately 30 miles southwest of the Temrezli project. We also control approximately 190,000 acres of mineralour significant uranium property holdings in the ~~prolific Grants Mineral Belt~~Republic of ~~the State of~~Turkey, Texas and New ~~Mexico, a portion of which we have entered into a definitive purchase agreement to sell and approximately 12,000 acres~~Mexico. Incorporated in ~~the South Texas uranium province.~~1977, URI ~~acquired these properties over the past 25 years along with~~also owns an extensive information database of historic drill-hole logs, assay certificates, maps and ~~analysis. None~~technical reports for uranium properties located in the western United States.

We established our lithium business in 2016 and currently control mineral rights encompassing approximately 27,000 acres in two prospective lithium brine basins in Nevada and Utah. We are planning to conduct exploration and geological evaluation of ~~URI’s~~these properties ~~are~~in 2017 and 2018 for potential development of any lithium resources that may be discovered there.

The focus of our uranium business continues to be on advancing the Temrezli in-situ recovery (“ISR”) uranium project in central Turkey when uranium prices permit economic development of this project. We control extensive exploration properties in Turkey under eight exploration and operating licenses covering approximately 39,000 acres. In Texas, we have two licensed and currently idled uranium processing facilities and approximately 11,000 acres of prospective ISR uranium projects. In New Mexico, the Company controls mineral rights encompassing approximately 186,000 acres in ~~production.~~

the prolific Grants Mineral Belt, which is one of the largest concentrations of sandstone-hosted uranium deposits in the world.

Recent Developments

~~Uranium Market Overview~~Review of Columbus Basin Data

~~Persistent oversupply in~~On April 5, 2017, the ~~uranium markets~~Company announced that its independent geophysical consultant has ~~resulted in lower market prices. As~~completed the review, integration and reinterpretation of ~~September 30, 2016, prices have dropped to $23.75 per pound, and have dropped further to less than $20.00per pound at mid-October 2016. Prices at this low level have not been seen~~historical geophysical survey data acquired by the ~~industry since 2006. Worldwide nuclear reactor construction~~Company and commissioning continues to expand the power plant fleet, and many analysts expect that, over time, the resulting demand for uranium will increase but that at the same time that demand is increasing, supply will attenuate as the current low price environment does little to incentivize new production sources to come online. Thus, many analysts forecast prices for uranium to be much higher in the longer term, but the lower current price presents the Company with challenges in the short term.

~~Uranium Resources Strategy~~

The Company holds high quality, low cost uranium projects in New Mexico, Texas, and the Republic of Turkey. Low holding costs allow the Company to hold these projects on a care and maintenance basis for the long-term. Development of the Company’s uranium projects remains dependent upon higher uranium prices and project financing.

~~In the meantime, the Company has embarked on a growth strategy in the lithium industry. Our existing experience and skills base are anticipated to be directly applicable to~~covering its Columbus Basin lithium brine exploration ~~development~~project in Nevada. Among other things, the results of the work indicated that the depth of the Columbus Salt Marsh basin is greater than previously anticipated and ~~production. In the application of our existing expertise, we can take advantage of a growing lithium market, adding value to the Company while maintaining optionality to the uranium price.~~

The lithium market is driven by the growth in lithium ion batteries that power mobile telephone and computing devices, power tools, and most importantly, the transportation sector. The CRU Group estimates that global demandidentified certain targets for lithium will grow at a compounded annual growth rate of 6.3% over the period 2015 to 2025 with electric vehicles accounting for an increase in demand of 39% during the same period. On the supply side, while production is expected to increase, the CRU Group estimates that prices will stabilize in the $4,300 to $8,300 per Lithium Carbonate Equivalent (“LCE”) ton range by 2025.

~~To that end, the Company has targeted low cost lithium~~ brine exploration and development projects. These projects tend to have estimated first quartile cash cost performance, or about $2,000 per LCE ton. Combined with our existing expertise, this is a good fit for the company and a natural extension of our business. The Company has been active in acquiring projects of this type since mid-2016.

exploration.

~~Acquisition of~~Option Agreement for Lithium ~~Properties~~Brine Claims

On ~~August 23, 2016,~~March 24, 2017, the ~~Company staked approximately 4,600 acres~~Company’s wholly owned subsidiary Lithium Holdings Nevada LLC entered into an option agreement to purchase a block of unpatented placer mining claims covering ~~a prospective target for lithium-enriched brines in~~an area of approximately 3,000 acres within the Columbus Salt Marsh area of ~~west-central~~Esmeralda County, Nevada. The ~~target~~claims adjoin a portion of the Company’s current property holdings at its Columbus Basin Project, expanding the project area ~~known as~~within the ~~Nina project, is situated within~~basin to approximately 14,000 acres. The Company has the right to conduct exploration activities on the claims during the one-year option period. Under the option agreement, the Company may acquire the mineral property claims on or before March 24, 2018 in exchange for 200,000 shares of URI common stock and a ~~region~~1% net smelter return royalty on the claims.

Retirement of ~~known lithium mineralization and is located approximately 45 miles west of Tonopah, Nevada.~~

the RCF Loan

On ~~September 21, 2016,~~February 9, 2017, the Company ~~entered into the Mesa SPA with Mesa~~paid $5.5 million in cash, plus accrued and unpaid interest, to acquire certain placer mining claims comprising the Sal Rica project. The Sal Rica project is comprised of approximately 9,800 acres of placer mining claims covering a prospective target for lithium-enriched brines. The target area is situated within a region of known brine-hosted lithium mineralization and is approximately 25 miles northRCF to retire all of the ~~town of Wendover, Utah.~~obligations remaining under the RCF Loan, following which payment the loan agreement terminated pursuant to its terms. The ~~closing of~~Company and RCF remain party to the ~~transaction occurred on October 19, 2016.~~

~~Under~~Stockholders’ Agreement dated March 1, 2012, pursuant to which RCF has the ~~terms of the Mesa SPA,~~right to participate in equity offerings by the Company, ~~acquired a 100% interest~~ in ~~the Sal Rica project, subject~~order to ~~a 2% NSR Royalty, for the following consideration: (i) $50,000 cash paid to Mesa on October 19, 2016; (ii) 100,000 unregistered shares~~maintain its pro rata ownership of the Company’s common ~~stock~~stock. Based on ~~October 19, 2016, with a resale registration statement to be~~the Schedule 13D/A filed ~~with the SEC~~ by ~~November 17, 2016;~~RCF on March 3, 2017, RCF and ~~(iii) 100,000 unregistered shares~~its affiliates beneficially owned approximately 2.9% of the Company’s ~~common stock to be issued on October 19, 2017, with a resale registration statement to be filed with the SEC by November 17, 2017.~~

~~Reverse Stock Split~~

On March 7, 2016, following the close of trading, URI effected a one-for-twelve reverse split of its common shares. The consolidated common shares began trading on a split-adjusted basis on March 8, 2016. On February 11, 2016, at a Special Meeting of Stockholders, URI received approval for a charter amendment permitting URI to effect a reverse split. The primary purpose of the reverse split was to bring URI into compliance with the Nasdaq’s $1.00 minimum bid price requirement to maintain URI’s stock listing on Nasdaq.

~~The reverse split reduced the number of URI’s~~ outstanding common stock from 61,820,734 shares to 5,151,692 shares of common stock. In addition, effective upon the reverse stock split, the number of authorized shares of URI’s common stock was reduced from 200 million to 100 million. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would have resulted were settled in cash.

~~All share data herein has been retroactively adjusted for the reverse stock split.~~

~~Common Stock Purchase Agreement with Aspire Capital~~

On April 8, 2016, the Company entered into the CSPA with Aspire Capital to place up to $12.0 million in the aggregate of the Company’s common stock on an ongoing basis when required by the Company over a term of 30 months. The Company will control the timing and amount of sales to Aspire Capital, and at a price based on the market at that time. As consideration for Aspire Capital entering into the CSPA, the Company issued 240,000 shares of its common stock to Aspire Capital upon the Company’s receipt of shareholder approval at its Annual General Meeting of Stockholders which was held on June 7, 2016. These shares had a fair value of $2.18 per share, which has been included as additional paid in capital in the Company’s Balance Sheet as of September 30, 2016. Also following receipt of shareholder approval for the issuance of up to 5.0 million shares of common stock under the CSPA and effectiveness of the S-1 registration statement relating to the resale of the shares subject to the CSPA, the Company began selling shares of its common stock to Aspire Capital under the terms of the CSPA. As of September 30, 2016, the Company had sold 3,220,000 shares of common stock for net proceeds of $4.7 million under the CSPA.April 13, 2017.

Registered Direct Offerings

On ~~April 4, 2016,~~January 19, 2017, the Company ~~completed a~~raised $8.9 million in net proceeds through the registered ~~direct offering with Aspire Capital for gross proceeds~~sale of ~~$1.25 million. The Company sold 375,000~~approximately 1.4 million shares of common stock and pre-funded warrants to purchase approximately 3.4 million shares of common stock at ~~a price~~$0.01 per share. Also, on February 16, 2017, the Company raised approximately $4.5 million in additional net proceeds through the registered sale of ~~$2.17 per share~~2.1 million shares of common stock and ~~200,000~~ pre-funded warrants at a price of $2.16 per warrant, which was paid at closing. The warrants had an exercise price of $0.01 and a term of three years. On June 3, 2016, Aspire Capital exercised all 200,000 outstanding warrants for shares of the Company’s common stock.

~~On February 3, 2016, the Company completed a registered direct offering with Aspire Capital for gross proceeds of $0.8 million. The Company sold 296,666~~to purchase approximately 0.7 million shares of common stock at ~~a price of $2.82~~$0.01 per share. ~~Net proceeds to~~All of the pre-funded warrants were subsequently exercised.

Closing of Sale of HRI

On January 5, 2017, the Company ~~after deducting offering~~completed the sale of its wholly owned subsidiary HRI, which held the Company’s Crownpoint and Churchrock properties, to Laramide for $2.5 million in cash, common stock and warrants from Laramide valued at $0.5 million, and a three-year installment promissory note in the amount of $5.0 million. The Company also retained a 4% NSR Royalty on the Churchrock project, which Laramide may purchase for $4.95 million during the first year following the closing of the transaction. In addition, the Company has an option to purchase Laramide’s La Sal project for $3.0 million and an option to purchase Laramide’s La Jara Mesa project in Cibola County, New Mexico for $5.0 million, both of which options expire in January 2018.

Results of Operations

Summary

Our consolidated net income for the three months ended March 31, 2017 was $1.8 million, or $0.09 per share, as compared with a consolidated net loss of $4.2 million, or $0.86 per share for the same period in 2016. For the three months ended March 31, 2017, the increase in our consolidated net income of $6.0 million from the respective prior period was mostly the result of a gain on the disposal of our Churchrock and Crownpoint projects of $4.4 million, a decrease in interest expense of $0.8 million, a decrease general administrative expenses of $0.5 million, a decrease in commitment fees of $0.3 million and a decrease of $0.1 million due to a loss on the sale of marketable securities in 2016.

Mineral Property Expenses

Mineral property expenses for the three months ended March 31, 2017 were $0.8 million, as compared with $0.7 million for the 2016 period.

The following table details our mineral property expenses for the three months ended March 31, 2017 and 2016:


	For the Three Months Ended March 31,
	2017	2016
	(thousands of dollars)
Restoration/Recovery expenses
Rosita project	38	(18)
Total restoration/recovery expenses	38	(18)

Standby care and maintenance expenses
Kingsville Dome project	170	142
Rosita project	69	81
Vasquez project	92	82
Temrezli project	98	241
Total standby care and maintenance expenses	429	546

Exploration and evaluation costs	110	7

Land maintenance and holding costs	192	196

Total mineral property expenses	$ 769	$ 731

For the three months ended March 31, 2017, mineral property expenses were ~~approximately $0.8 million.~~

slightly increased from the corresponding period during 2016. This increase was mostly the result of an increase in exploration and evaluation expenses of $0.1 million, which was the result of our acquisition of an option to purchase additional claims at the Columbus Basin project for $75,000 and the purchase of exploration data for the Columbus Basin project for $15,000;

~~Laramide Asset Sale~~General and Administrative Expenses

Significant expenditures for general and administrative expenses for the three months ended March 31, 2017 and 2016 were:


	For the Three Months Ended March 31,
	2017	2016
	(thousands of dollars)
Stock compensation expense	$ 22	$ 183
Salaries and payroll burden	610	694
Legal, accounting, public company expenses	774	868
Insurance and bank fees	122	137
Consulting and professional services	13	113
Office expenses	107	130
Other expenses	20	20
Total	$ 1,668	$ 2,145

General and administrative charges decreased by $0.5 million as compared with the corresponding period in 2016. This decrease was due to decreases in stock compensation expense of $0.2 million, salaries and payroll burden of $0.1 million, legal, accounting, public company expenses of $0.1 million and consulting and professional services of $0.1 million.

Other Income and Expenses

Loss on Sale of Marketable Securities

On ~~April 7,~~February 22, 2016, we received proceeds of $0.2 million from the ~~Company entered into the Laramide SPA with Laramide Resources~~sale of our 76,455 shares of Energy Fuels Inc. common stock that we received as partial consideration for the sale of ~~its~~our Roca Honda assets during 2015. We recorded a loss of $0.1 million as the difference between the fair value on the date we received the shares of $0.3 million and the proceeds received of $0.2 million.

Gain on Disposal of Uranium Properties

On January 5, 2017, we completed the sale of our wholly-owned subsidiary ~~Hydro Resources, Inc.,~~HRI, which holds the ~~Company’s~~ Churchrock and Crownpoint ~~projects.~~projects, to Laramide pursuant to the Laramide SPA. Under the terms of the Laramide SPA, as amended on December 5, 2016, we received the following consideration:

•

$2.5 million in cash, of which $250,000 was paid in advance on October 21, 2016;

•

2,218,333 each of shares of Laramide common stock and Laramide common stock purchase warrants. Each common stock purchase warrant entitles the Company ~~is set~~ to ~~transfer ownership~~purchase one share of common stock of Laramide at a price of CDN$0.45 for a period of 60 months from the ~~Churchrock and Crownpoint projects in exchange for the following consideration from Laramide Resources at closing:~~date of closing;

•

~~$5.25 million in cash; and~~

~~$7.25~~a $5.0 million promissory note, secured by a ~~deed of trust or~~ mortgage over the projects. The note ~~will have~~has a three-year term and ~~carry~~carries an initial interest rate of 5% which then increases to 10% upon ~~Laramide Resources~~Laramide’s decision regarding commercial production at the Churchrock project. Principal payments of ~~approximately $2.4~~$1.5 million are due and payable on ~~the anniversary of the closing of the transaction~~January 5 in each of ~~2017,~~ 2018 and ~~2019.~~2019, with the balance of $2.0 million due and payable on January 5, 2020. Interest ~~will be~~is payable on a quarterly basis, provided however that no interest will be payable ~~prior~~until March 31, 2018. Laramide will have the right to ~~the first principal payment in 2017.~~

~~The closing under the Laramide SPA is subject~~satisfy up to ~~various conditions, including, without limitation, completion~~half of ~~a financing~~each of these payments by ~~Laramide Resources on commercially reasonable terms and in such amount as is necessary to fund the $5.25 million purchase price and certain customary and required consents and releases~~delivering shares of and by third parties, including RCF. Either party could originally terminate the Laramide SPA if the closing thereunder had not occurred on or before September 30, 2016. The Company initially expected that the Laramide SPA would close by September 30, 2016, but Laramide Resources has experienced delays in obtaining the necessary funding to close the transaction. As a result, the Company and Laramide Resources agreed to extend the Laramide SPA until November 30, 2016 in exchange for an extension payment of $250,000 which was paidits common stock to the Company, which shares will be valued by reference to the VWAP for Laramide’s common stock for the 20 trading days before the respective anniversary of January 5, on ~~October 21, 2016. Based~~which each payment is due;

•

a retained 4.0% NSR Royalty on ~~continuing discussions with~~the Churchrock project, which royalty may be repurchased by Laramide ~~Resources,~~by January 5, 2018 for $4.95 million; and

•

an option to purchase Laramide’s La Sal project for $3.0 million and an option to purchase its La Jara Mesa project for $5.0 million, both of which expire on January 5, 2018. Any such exercise by the Company ~~believesthat~~will first result in a reduction of the ~~funding will~~principal amount due under the promissory note with any remaining portions of the purchase to be paid in ~~place to close~~cash by the ~~November 30, 2016 extended deadline.~~ Company.

The ~~$250,000~~divestiture of HRI was accounted for as an asset disposal and the non-cash consideration received ~~on October 21, 2016 will be treated as a pre-payment~~from Laramide was recorded at fair value. The fair value of the ~~$12.5 million purchase~~shares of Laramide common stock received was determined using the closing share price ~~once~~of Laramide’s stock on January 5, 2017. The Company did not record a value for the transaction closes and will not be refunded or credited under any other circumstances. The United States Nuclear Regulatory Commission has approved the transfer of the Company’s license to Laramide Resources, effective at closing.

warrants received as these were considered

~~Results~~contingent consideration until the receipt of ~~Operations~~stockholder approval by Laramide which was obtained at a meeting held on April 27, 2017. Upon stockholder approval, the Company recorded an additional gain of $0.5 million, which was the fair value of the warrants using the black-scholes method on that date. The fair value of the notes receivable was determined using the present value of the future cash receipts discounted at a market rate of 9.5%. We did not record a separate fair value for the options as the exercise of the options would reduce the amount outstanding under the notes receivable. Due to the high degree of uncertainties surrounding future mine development and minerals prices, as well as limited marketability, the Company determined the fair value of the NSR Royalty to be nil. We recorded the following gain on disposal of uranium properties within our Condensed Consolidated Statement of Operations:


(thousands of dollars)
Total consideration received		$ 6,020
Carrying value of Churchrock project		(2,123)
Carrying value of other plant and equipment		(31)
Accounts payable		1
Asset retirement obligation		105
Royalty payable on Churchrock project		450
Gain on disposal of HRI		$ 4,422

Loss on Extinguishment of Convertible Debt

On February 9, 2017, we repaid $5.5 million outstanding under the RCF Loan. Upon repayment, we recognized a loss of $39,000, which represented the difference between the $5.5 million principal amount and the carrying value of the RCF Loan on the date of repayment.

~~Summary~~Interest Income/(Expense)

~~Our consolidated net loss~~Interest income of $0.1 million for the three months ended ~~September 30, 2016 was $3.7 million or $0.38 per share as compared with a loss~~March 31, 2017 consisted of ~~$0.3 million or $0.14 per share for the same period in 2015. Our consolidated net loss for the nine months ended September 30, 2016 was $12.6 million or $1.81 per share as compared with a loss~~interest income of ~~$8.7 million or $3.61 per share for the same period in 2015. For both the three and nine-month periods ended September 30, 2016, the increase in our consolidated net loss of $3.4 million and $3.9~~$0.2 million from the respective prior periods was mostly the result of a gain of $4.3 million recorded upon the sale of our Roca Honda assets to Energy Fuels in July 2015. Also contributing to the increase in our net loss for the nine-month period ended September 30, 2016 was an impairment charge of $0.5 million which was recorded upon terminationamortization of the ~~Sejita Dome project, commitment fees of $0.3 million paid to Aspire Capital in accordance with the terms of the Option Agreement and a $0.1 million loss~~discount on the sale of available-for-sale securities. The increases for both the three and nine-month periods ended September 30, 2016 were offset by reductions in expenditures for general and administrative costs of $1.0 million and $1.3 million, respectively.

~~Mineral Property Expenses~~

~~Mineral property expenses for the three and nine months ended September 30, 2016 were $1.0 million and $2.9 million, as compared with $0.9 million and $3.0 million for the 2015 periods.~~

~~The following table details our mineral property expenses for the three and nine months ended September 30, 2016 and 2015:~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

(thousands of dollars)
Restoration/Recovery expenses

     Kingsville Dome Project
$                   -

$                     -

$                 -

$               -
     Rosita Project
18

14

6

57
     Vasquez Project
-

-

-

-
          Total restoration/recovery expenses
18

14

6

57

Standby care and maintenance expenses

     Kingsville Dome Project
166

153

467

433
     Rosita Project
73

113

233

301
     Vasquez Project
105

105

275

314
     Temrezli Project
31

-

453

-
          Total standby care and maintenance expenses
375

371

1,428

1,048

Exploration and evaluation costs
86

193

92

599

Land maintenance and holding costs
560

342

1,382

1,317

Total mineral property expenses
$              1,039

$              920

$              2,908

$            3,021

For the three months ended September 30, 2016, mineral property expenses increased by $0.1 million as compared with the corresponding period in 2015. This increase is mostly due to an increase in land holding costs of $0.3 millionLaramide Notes, which was offset by ~~a decrease in exploration and evaluation costs of $0.1 million.~~

For the nine months ended September 30, 2016, mineral property expenses decreased by $0.1 million as compared with the corresponding period in 2015. This decrease is mostly due to a decrease in exploration and evaluation costs of $0.5 million, which were partially offset by an increase in land maintenance and holdings costsinterest expense of $0.1 million ~~and costs~~ associated with ~~our Temrezli project of $0.5 million which was acquired in November 2015.~~

~~For both~~ the ~~three and nine months ended September 30, 2016, the decreases in exploration and evaluation costs were due~~RCF Loan prior to a decrease in exploration programs in 2016. During 2015, the Company undertook an exploration program at the Alta Mesa Este and Butler Ranch projects in South Texas. During 2016, exploration efforts have been focused on the Company’s recently acquired lithium properties as discussed above under “-Recent Developments – Acquisition of Lithium Properties.” The increases in land holding costs for both the three and nine-month periods ended September 30, 2016 from the respective prior periods were the result of the Company’s purchase of the Sal Rica project which was offset by the decision to terminate certain projects in South Texas during 2015.

~~General and Administrative Expenses~~

~~Significant expenditures for general and administrative expenses for the three and nine months ended September 30, 2016 and 2015 were:~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2016

2015

2016

2015

(thousands of dollars)
Stock compensation expense
$          75

$          168

$       545

$       794
Salaries and payroll burden
846

558

2,144

1,699
Legal, accounting public company expenses
648

1,530

2,266

3,126
Insurance and bank fees
127

142

405

436
Consulting and professional services
28

241

190

729
Office expenses
126

150

392

425
Other expenses
33

62

93

143
Total
$       1,883

$       2,851

$    6,035

$   7,352

For the three and nine months ended September 30, 2016, general and administrative charges decreased by $1.0 million and $1.3 million, respectively, as compared with the corresponding periods in 2015. For both the three and nine-month periods, these decreases were mostly due to reductions of $1.1 million and $2.1 million, respectively, in expenses related to M&A activity during 2015. During 2015, the Company completed the sale of its Roca Honda project assets to Energy Fuels Inc. and closed the Anatolia Transaction. For both the three and nine-month periods, these decreases were offset by increases in the Company’s salaries and payroll burden of $0.3 million and $0.4 million, respectively. These increases were mostly the result of performance-based bonuses recorded during 2016 of $0.3 million.

~~Other Income and Expenses~~

~~Interest Expense~~

repayment.

Interest expense of $0.7 million for the three months ended ~~September 30,~~March 31, 2016 ~~consisted of interest of $0.2 million payable to RCF and amortization of the debt discount of $0.5 million.~~

~~Interest expense of $0.6 million for the three months ended September 30, 2015~~ consisted of accrued interest ~~payable to RCF~~ of $0.2 ~~million and amortization of the debt discount of $0.4 million.~~

Interest expense of $2.2 million for the nine months ended September 30, 2016 consisted of interest of $0.7 million paid to RCF, amortization of the debt discount of $1.4 million and amortization of the establishment fee of $0.1 million.

~~Interest expense of $2.0 million for the nine months ended September 30, 2015 consisted of interest expense of $0.5~~ million payable to RCF, amortization of the debt discount of ~~$1.4~~$0.5 million and amortization of the establishment fee of ~~$0.1 million.~~

$25,000.

Commitment Fees

Commitment fees expense of $0.3 million for the ~~nine months~~three-months ended ~~September 30,~~March 31, 2016 was the result of the ~~Company’s~~ issuance of 75,000 shares of our common stock to Aspire Capital on February 4, 2016 as consideration for Aspire Capital entering into ~~the Option Agreement.~~an option agreement with us. The shares had a fair value of $4.44 per share.

~~Loss on Sale of Marketable Securities~~

On February 22, 2016, the Company received proceeds of $0.2 million from the sale of its 76,455 shares of Energy Fuels Inc. common stock that it had received as partial consideration for the sale of its Roca Honda assets during 2015. The Company recorded a loss of $0.1 million as the difference between the fair value on the date the Company received the shares of $0.3 million and the proceeds received of $0.2 million.

Financial Position

Operating Activities

Net cash used in operating activities was ~~$9.9~~$3.3 million for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, as compared with ~~$8.5~~$2.2 million for the same period in ~~2015.~~2016. The increase of ~~$1.4~~$1.1 million in cash used is primarily due to an increase in cash used for accounts payable of ~~$2.7~~$1.6 million, which was partially offset by ~~an aggregate~~a decrease in cash expenditures related to general and administrative ~~and mineral property~~ expenses of ~~$1.3 million and a decrease in prepaid and other current assets of $0.2~~$0.3 million.

Investing Activities

Net cash provided by investing activities was ~~$0.3~~$2.0 million for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, as compared with ~~cash provided by investing activities of $1.2~~$0.2 million for the ~~same~~three months ended March 31, 2016. For the 2017 period, ~~in 2015.~~we received $2.0 million, net of expenses, from the sale of our wholly-owned subsidiary, HRI to Laramide which closed on January 5, 2017. For the 2016 period, ~~the Company~~we received $0.2 million from the sale of short-term investments and $0.1 million from the release of restricted cash accounts in Turkey. For the 2015 period, the Company received $2.5 million from the sale of its Roca Honda assets to Energy Fuels, which was offset by $1.3 million loaned to Anatolia Energy to ensure working capital needs were met prior to the closing of the Anatolia Transaction. investments.

Financing Activities

Net cash provided by financing activities was ~~$12.5~~$7.9 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2017. For the three months ended March 31, 2017, net cash proceeds of $8.9 million and $4.5 million were received upon equity financings completed in January and February 2017, respectively. This increase was offset by the repayment of $5.5 million outstanding under the RCF Loan.

Net cash provided by financing activities was $1.2 million for the three months ended March 31, 2016. For the ~~nine~~three months ended ~~September 30,~~March 31, 2016, net cash proceeds of $0.8 million ~~and $1.2 million~~ were received upon the February 4,16, 2016 ~~and April 4, 2016~~completion of a registered direct ~~offerings, respectively, $4.7 million in net proceeds were received from the sale of common stock to Aspire Capital under the terms of the CSPA~~offering and ~~$5.8~~$0.4 million in net proceeds were received from the sale of common stock sold through the Company’s ATM program.

Net cash provided by financing activities was $5.5 million for the nine months ended September 30, 2015. For the nine months ended September 30, 2015 net cash proceeds of $5.4 million were received upon the March 6, 2015 completion of a registered direct offering and $0.2 million in net proceeds were received from the sale of common stock sold through the Company’s ATM program. Offsetting these amounts were payments made for income tax withholdings on net share settlements of equity awards of $0.1 million.

Liquidity and Capital Resources

~~The accompanying unaudited condensed consolidated financial statements~~At March 31, 2017, we had working capital of $11.4 million, which is expected to provide us with the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

~~Since the second half of 2015, the Company has faced~~necessary liquidity challenges. The Company has encountered difficulties raising sufficient capital as a result of weak capital markets, particularly in the commodities sector. The Company’s liquidity was further challenged following the completion of the Anatolia Transaction on November 9, 2015, as the Company incurred higher than expected transaction costs and assumed significant unpaid trade payables from Anatolia Energy.through March 31, 2018. At ~~September 30,~~December 31, 2016, ~~the Company’s cash balance was $3.8 million and the Company~~we had a working capital deficit of ~~$6.0~~$4.3 million. The increase in working capital of $15.6 million ~~which deficit includes $7.5 million related~~for the three months ended March 31, 2017 was primarily due to the ~~RCF Loan which matures on December 31, 2016. The ending cash balance~~following:

•

the completion of ~~$3.8~~two equity offerings in January 2017 and February 2017 for net proceeds of $8.9 million ~~is expected to provide~~ and $4.5 million, respectively;

•

the ~~Company with sufficient capital to fund its critical operations through December 31, 2016. The Company’s ability to avoid default on the RCF Loan will depend upon renegotiation~~completion of ~~the loan terms, or raising additional capital from other sources. The Company presently anticipates funding from the following sources:~~

~~Laramide Asset Sale~~

~~On April 7, 2016, Laramide Resources and the Company entered into the Laramide SPA for~~ the sale of ~~its~~our wholly-owned subsidiary, ~~Hydro Resources Inc.,~~HRI, to Laramide on January 5, 2017. Upon completion, we received $2.2 million in cash, a $5.0 million promissory note, of which ~~holds~~ $1.5 million is due within 12 months and 2,218,333 shares of Laramide’s common stock which had a fair value of $1.0 million at March 31, 2017; and

•

the ~~Company’s Churchrock and Crownpoint properties in New Mexico for $12.5 million. Under the terms~~repayment of the ~~Laramide SPA,~~remaining $5.5 million outstanding under the ~~Company expects~~RCF Loan.

Subsequent to receive an initial cash payment of $5.25 million upon closing. The closing is subject to certain conditions including completion of a financing by Laramide Resources on commercially reasonable terms and in such amount as is necessary to fund the $5.25 million cash payment. Closing is currently anticipated to occur by November 30, 2016. Either party may terminate the Laramide SPA if the closing has not occurred by November 30, 2016, which was extended under an amendment agreement from September 30, 2016.

~~Common Stock Purchase Agreement with Aspire Capital~~

~~On April 8, 2016, the Company~~March 31, 2017, we entered into ~~the CSPA with Aspire Capital~~a Controlled Equity Offering Sales Agreement on April 14, 2017 pursuant to ~~place up~~which we may offer and sell from time to ~~$12.0 million in the aggregate~~time shares of ~~its~~our common stock ~~over a term of 30 months following receipt of shareholder approval. The Company’s shareholders approved the issuance~~having an aggregate offering price of up to ~~5.0~~$30.0 million ~~shares of common stock under~~through Cantor Fitzgerald & Co. acting as sales agent. We expect that the ~~CSPA at its Annual General Meeting of Stockholders on June 7, 2016. As of November 10, 2016~~ATM Offering, along with our existing working capital will provide us with the ~~Company has approximately $6.3 million of common stock~~necessary liquidity in 2018 and ~~744,650 shares available for future sales. The Company would need to seek stockholder approval before issuing shares in excess of such 744,650 shares.~~

~~The Company’s ability to~~beyond. We will also continue to fund its ongoing operations and continue as a going concern is dependent upon the sources of capital above and the renegotiation or refinancing of the RCF Loan. While the Company initially expected that the Laramide SPA would close by September 30, 2016, Laramide Resources has experienced delays in obtaining the necessary funding to close the transaction and, as a result, the Company and Laramide Resources agreed to extend the closing date to November 30, 2016. Based on continued discussions with Laramide Resources and the payment of the $250,000 extension fee, the Company believes that the funding will be in place to close by November 30, 2016. In addition, factors such as the Company’s market capitalization, current share price, volatility of trading volume and potential to fall below the reference price under the CSPA ($0.50 per share) may make it difficult for the Company to fully utilize the $6.3 million available under the CSPA. Therefore, the Company may needexplore additional opportunities to raise ~~additional~~ capital, ~~from other sources. The Company is currently evaluating its options with respect to the RCF Loan and continues to explore opportunities to~~ further monetize ~~its~~our non-core assets and identify ways to reduce ~~its~~our cash expenditures.

The Company has been successful at raising capital in the past, most recently with the completion of registered direct offerings on April 4, 2016 and February 4, 2016 for gross proceeds of $1.25 million and $0.8 million, respectively, and two registered direct offerings during 2015 which occurred on December 18, 2015 and March 6, 2015 for aggregate net proceeds of $6.1 million. In addition, the Company was able to successfully raise capital in 2013 and 2014 through debt and equity fundraising efforts. Specifically, the Company completed a registered direct offering in February 2014 for net proceeds of $9.3 million and procured the RCF Loan in November 2013 that provided the Company with $8.0 million in cash, which debt matures on December 31, 2016.

While ~~the Company has~~we have been successful in the past raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to itus in amounts sufficient to meet ~~the Company’s~~our needs ~~including upon the maturity of our outstanding debt,~~ or on terms acceptable to ~~the Company.~~us. In the event that funds are not available, ~~the Company~~we may be required to materially change ~~its~~our business ~~plans and it could default under the RCF Loan.~~

plans.

Off- Balance Sheet Arrangements

We have no off-balance sheet arrangements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. 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. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, ~~for the Company through the fourth quarter of 2016 and beyond, the closing of the Laramide SPA, the repayment or renegotiation of the RCF Loan,~~liquidity, the timing or occurrence of any future drilling or production from the Company’s properties, the ability of the Company to acquire additional properties or partner with other companies ~~the applicability of the Company’s existing experience and skills to lithium brine exploration, development and production, future prices and demand for uranium and lithium,~~ and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

•

the availability of capital to URI;

•

the spot price and long-term contract price of uranium and lithium;

•

risks associated with our foreign operations;

•

the ability of URI to enter into and successfully close acquisitions, dispositions or other material ~~transactions, including without limitation the transaction with Laramide Resources;~~transactions;

•

government regulation of the mining industry and the nuclear power industry in the United States and the Republic of Turkey;

•

~~legislation and other actions by the Navajo Nation;~~

•

operating conditions at our mining projects;

•

the world-wide supply and demand of uranium and lithium;

•

weather conditions;

•

unanticipated geological, processing, regulatory and legal or other problems we may encounter;

•

currently pending or new litigation; and

•

our ability to maintain and timely ~~receipt of~~receive mining and other permits from regulatory agencies

as well as other factors described elsewhere in this Quarterly Report on Form 10-Q, our ~~2015~~2016 Annual Report on Form 10-K and the other reports we file with the SEC. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth herein, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements made herein, except as required by law.

~~MARKET INFORMATION~~

Information regarding uranium and lithium trends, expected market prices and other industry data contained in this report consists of estimates based on data and reports compiled by analysts and industry participants. We take responsibility for compiling and extracting, but have not independently verified, market and industry data provided by third parties, or by industry or general publications, and take no further responsibility for such data.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information in our Quarterly Reports.

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”) is 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 the Company’s 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 the Company’s 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 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 ~~September 30, 2016.~~

March 31, 2017.

Changes in Internal Controls

During the three months ended ~~September 30, 2016,~~March 31, 2017, no changes have been made in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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, ~~2015.~~2016. The following disclosure updates ~~certain~~the legal ~~proceedings~~proceeding set forth under the ~~headings~~heading “— ~~Dispute over Kleberg Settlement Agreement” and “— Litigation by Former Contractor”~~TCEQ Adjudicatory Proceeding for the Kingsville Facility” in the ~~2015~~2016 Form 10-K to reflect developments during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2017 and should be read together with the corresponding disclosure in the ~~2015~~2016 Form 10-K..

~~Dispute over Kleberg Settlement Agreement~~

~~On March 14, 2016, URI, Inc. filed a motion for rehearing and reconsideration en banc before the 13~~^th Court of Appeals of Texas. URI, Inc. argued that the Court should grant rehearing or reconsideration because its prior opinion, which added new terms to the 2004 Settlement Agreement, ignored established precedent and improperly violated the prohibition against consideration of extraneous matters when interpreting unambiguous contracts. On March 30, 2016, the 13^th Court of Appeals denied the motion for rehearing en banc. On June 15, 2016, URI, Inc. filed a petition for review with the Texas Supreme Court raising the issue of whether a court may alter the explicit terms of an unambiguous contract based on one party’s subjective belief regarding whether certain data meets the requirements of the contract as well as other related issues. On August 19, 2016, the Supreme Court requested Kleberg County to file a response, and on October 19, 2016, Kleberg County filed a response to the petition for review. The petition and its response are under review by the Texas Supreme Court.

~~Litigation by Former Contractor~~

On April 14, 2016, Company representatives and a former contractor of the Company (both assisted by counsel) participated in a mediation session and agreed to resolve the dispute. On May 4, 2016, the Company and its former contractor executed a settlement agreement in which the Company agreed to pay its former contractor an amount equal to $90,000 in three installments: $10,000 to be paid within five business days of executing a settlement agreement; $40,000 to be paid on or before June 30, 2016; and the remaining $40,000 to be paid on or before September 30, 2016. In exchange, the Company’s former contractor agreed to dismiss the lawsuit within two business days of executing a settlement agreement and also agreed to release all claims against the Company after the three payments have been made. Counsel for the parties have filed with the District Court a stipulated motion to dismiss the lawsuit with prejudice, and the Court issued an order dismissing the case on May 11, 2016. On September 30, 2016, the Company made the third and final payment required under the settlement agreement. No further action is required of either the Company or its former contractor.

TCEQ Adjudicatory Proceeding for the Kingsville Facility

~~In late 2012,~~On April 12, 2017, the ~~Company’s Texas-based subsidiary,~~TCEQ held a hearing and granted the request of URI, Inc., ~~filed an application to renew~~ a ~~radioactive material license for reclamation activities at~~wholly-owned subsidiary of the Kingsville Dome facility in South Texas with the Texas Commission on Environmental Quality (TCEQ) as well as a new application to conduct ISR mining activities at the Kingsville Dome facility. In July 2015 the TCEQ staff concluded that the applications satisfied regulatory requirements and recommended that the permits should be issued or renewed. In October 2015, TCEQ held initial hearings on the matter and referred the matter to an administrative law judge for further consideration. On March 3, 2016, the administrative law judge held a preliminary hearing, granted standing to numerous landowners and set a schedule for the proceeding. On June 15, 2016, URI, Inc. filed a motion to abate the proceedings and a requestCompany, to withdraw the permit application without prejudice, ~~pursuant to TCEQ rules~~ and ~~offered~~ordered URI, Inc. to pay other parties expenses (other than attorney’s fees) as required by TCEQ rules. The parties disputed the amount of expenses to be paid by URI, Inc., and on September 22, 2016, the administrative law judge issued a “Proposal for Decision” that recommended to the TCEQ that the request to withdraw the permit application without prejudice be approved if URI, Inc. pays Kleberg County ~~$16,975.25~~$15,716 and ~~pays~~to pay another named individual ~~$967.38.~~$967. URI, Inc. ~~filed exceptions to the proposal,~~has made those payments and the ~~parties are waiting for TCEQ to schedule a final hearing on the matter.~~matter is fully resolved.

ITEM 1A. RISK FACTORS.

~~Other than as set forth below, there~~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, ~~2015.~~

Closing of our previously announced transaction for the sale of the Company’s Churchrock and Crownpoint projects to Laramide Resources has not yet occurred and no assurances can be given that this transaction will close. If we do not raise sufficient additional capital in the very near term, our business, liquidity and financial condition would be materially adversely affected.

As of the date of this filing, the conditions to the closing of our previously announced transaction with Laramide Resources have not been satisfied, and in particular, Laramide Resources has not yet completed a financing on commercially reasonable terms to fund the $5.25 million cash payment due to the Company at closing. As a result, the closing of the transaction has extended beyond the Company’s original anticipated closing date of September 30, 2016, and no assurances can be given that this transaction will ever close. Each party may terminate the Laramide SPA if the closing thereunder has not occurred on or before November 30, 2016, which was extended through a letter amendment from September 30, 2016.

As discussed above under “Liquidity and Capital Resources”, the Company faces an ongoing need to raise capital. Funds from the closing of the Laramide SPA are a material component of the Company’s current funding plans, and if we are unable to close the transaction with Laramide Resources, we anticipate that we will need to raise significant amounts of capital from alternative sources in the very near term.

While the Company has been successful in the past raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs, including upon the maturity of our outstanding debt, or on terms acceptable to the Company. In the event funds are not available, the Company may be required to materially change its business plans and it could default under the RCF Loan.

~~The Company has no known lithium mineral reserves and it may not find any lithium and, even if it finds lithium, it may not be in economic quantities.~~

The Company has no known lithium mineral reserves at its Columbus Basin project, Sal Rica project or any other property. Additionally, even if the Company finds lithium in sufficient quantities to warrant recovery, it ultimately may not be recoverable. Finally, even if any lithium is recoverable, the Company does not know whether recovery can be done at a profit. The Company’s lithium activities are highly prospective and may not result in any benefit to the Company.

~~Because of the unique difficulties and uncertainties inherent in new mineral exploration ventures, the Company’s lithium exploration activities face a high risk of business failure.~~

Potential investors should be aware of the difficulties normally encountered by new mineral exploration ventures and the high rate of failure of such ventures. The likelihood of success of the Company’s lithium exploration activities must be considered in light of the potential problems, expenses, difficulties, complications and delays encountered in connection with the exploration of new mineral properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of its new lithium claims may not result in the discovery of lithium deposits. Problems such as unusual or unexpected formations and other conditions are involved in new mineral exploration and often result in unsuccessful exploration efforts. If the results of the Company’s new exploration ventures do not reveal viable commercial mineralization, it may decide to abandon its claims. If this happens, the Company will not benefit from any of the expenditures it will incur in pursuing the claims.

~~The Company’s experience in uranium exploration may not apply to its plans for lithium exploration or development.~~

Although the Company and the members of its management team have significant experience in uranium exploration and development that appears to be synergistic with lithium exploration and development, neither the Company nor any member of its management team has directly engaged in the exploration for or development of lithium deposits. In particular, the Company believes there are similarities between the exploration for and development of lithium brines and the ISR of uranium, but it may not have sufficiently detailed expertise to effectively explore for and develop lithium deposits. The Company’s lack of specific lithium experience may lead it to fail to realize the anticipated benefits of its lithium exploration and development activities and may adversely affect its financial condition and results of operations. In addition, the Company may need to hire employees or retain consultants with the requisite experience in lithium exploration and development that are not currently anticipated in the near-term.

~~Volatility in lithium prices may make it commercially infeasible for the Company to develop its claims and may result in the Company not receiving an adequate return on invested capital.~~

The Company’s lithium exploration and development activities may be significantly adversely affected by volatility in the price of lithium. Mineral prices fluctuate widely and are affected by numerous factors beyond its control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company’s lithium activities not producing an adequate return on invested capital to be profitable or viable.

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

On ~~August 2, 2016, the Company~~February 28, 2017, URI issued ~~50,665~~150,000 shares of its common stock, par value $0.001, to ~~Robert Annett (the “Consultant”) pursuant to the terms~~an investor relations consulting firm as consideration for 12 months of ~~a Consultancy Agreement, dated May 1, 2014, between Anatolia Energy and Wiranja Pty Ltd (d/b/a Bob Annett Consulting) (the “Consultancy Agreement”).~~investor relations consulting. The issuance of such shares ~~were issued~~was made in satisfaction of A$100,000 (US$71,944) due under the Consultancy Agreement following the closing of the Company’s acquisition of Anatolia Energy in November 2015 at a value of approximately US$1.48 per share, which share price represented the volume weighted average price of the Company’s common stock for the five trading days endingreliance on ~~July 27, 2016.~~

Under the Consultancy Agreement, the Consultant provided consulting services to Anatolia Energy and served as a technical director of Anatolia Energy. The Consultancy Agreement provided for monthly payments to the Consultant of A$12,500. The Consultancy Agreement may be terminated by either party upon 12 months’ advance notice, and Anatolia Energy provided such notice in June 2016. The Consultant agreed to accept shares of the Company’s common stock, valued based upon the volume weighted average price of the Company’s common stock for the five trading days ending on July 27, 2016, in lieu of A$100,000 from Anatolia Energy (which is now a wholly-owned subsidiary of the Company) due under the Consultancy Agreement for services from November 2015 through June 2016.

~~The shares issued under the Consultancy Agreement were issued pursuant to~~ the exemption from registration ~~set forth in~~provided by Section 4(a)(2) of the Securities ~~Act.~~Act of 1933, as amended. There were no underwriting discounts or commissions paid in connection with such issuances.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a listing of the exhibits that are filed as part of this Quarterly Report.

SIGNATURES

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


	URANIUM RESOURCES, INC.

Dated: ~~November 10, 2016~~May 11, 2017	By:	/s/ Christopher M. Jones
		Christopher M. Jones
		President and Chief Executive Officer (Principal Executive Officer)

Dated: ~~November 10, 2016~~May 11, 2017	By:	/s/ Jeffrey L. Vigil
		Jeffrey L. Vigil
		Vice President - Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX


Exhibit Number		Description

2.1		Amendment No. 2, dated January 5, 2017 and effective December 22, 2016, to Share Purchase Agreement, dated April 7, 2016, between Uranium Resources, Inc., URI, Inc. and Laramide Resources Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 10, 2017).

4.1		Form of Pre-Funded Warrant (January 2017) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 19, 2017).

4.2		Form of Pre-Funded Warrant (February 2017) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 16, 2017).

10.1		Placement Agency Agreement, dated January 13, 2017, among Uranium Resources, Inc. and Dawson James Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 19, 2017).

10.2		Amendment No. 2, dated January 20, 2017, to Master Exchange Agreement, dated as of December 5, 2016, between Uranium Resources, Inc. and the creditor named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2017).

10.3		Securities Purchase Agreement, dated February 16, 2017, between Uranium Resources, Inc. and Aspire Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2017).

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.INS:		XBRL Instance Document

101.SCH:		XBRL Taxonomy Extension Schema Document

101.CAL:		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF:		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB:		XBRL Taxonomy Extension Label Linkbase Document

101.PRE:		XBRL Taxonomy Extension Presentation Linkbase Document


	As Filed			As Revised
	Three months ended September 30, 2015	Nine months ended September 30, 2015	Revision Adjustments	Three months ended September 30, 2015	Nine months ended September 30, 2015
Affected income statement items
Gain on disposal of uranium properties	$ 4,916	$ 4,916	$ (648)	$ 4,268	$ 4,268
Net income/(loss)	$ 305	$ (8,008)	$ (648)	$ (343)	$ (8,656)
Basic and diluted income/(loss) per share	$ 0.12	$ (3.36)	$ (0.26)	$ (0.14)	$ (3.61)
Affected balance sheet items
Property, plant and equipment	$ -	$ 34,622	$ (648)	$ -	$ 33,974
Total assets		$ 44,802	$ (648)		$ 44,154


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2016	2015	2016	2015
	(thousands of dollars)
Temrezli project, Turkey	$ 31	$ -	$ 453	$ -
Total Turkey projects	31	-	453	-

Kingsville Dome project, Texas	214	200	624	589
Rosita project, Texas	130	306	290	548
Vasquez project, Texas	105	111	365	409
Butler Ranch project, Texas	9	179	19	250
Other projects, Texas	2	55	61	535
Total Texas projects	460	851	1,359	2,331

Cebolleta project, New Mexico	-	-	537	537
Juan Tafoya project, New Mexico	37	37	48	46
Other projects, New Mexico	32	32	32	107
Total New Mexico projects	69	69	617	690

Columbus Basin project, Nevada	113	-	113	-
Other projects, Nevada	14	-	14	-
Total Nevada projects	127	-	127	-

Sal Rica project, Utah	352	-	352	-
Total Utah projects	352	-	352	-

Total expense for the period	$ 1,039	$ 920	$ 2,908	$ 3,021


	September 30,	December 31,
	2016	2015
(thousands of dollars)
Debt principal	$ 8,000	$ 8,000
Unamortized discount	(491)	(1,846)
Carrying value of convertible loan, end of period	$ 7,509	$ 6,154