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Exhibit 10.13
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND
LAWS OR THE RULES AND REGULATIONS THEREUNDER
VOID AFTER 5:00 P.M., DALLAS, TEXAS TIME,
ON MAY 25, 1998
URANIUM RESOURCES, INC.
WARRANT TO PURCHASE COMMON STOCK
Certificate No. URIW-GB001
This certifies that, FOR VALUE RECEIVED, Grant Bettingen, Inc., a
California corporation, or its registered assigns ("Holder"), is entitled,
subject to the terms of this Warrant, to purchase from URANIUM RESOURCES, INC.,
a Delaware corporation (the "Company"), at any time after the date of issuance
hereof and prior to 5:00 p.m., Dallas, Texas time, on May 25, 1998 (the
"Warrant Expiration Date"), up to 100,000 fully paid and nonassessable shares
of the Common Stock, $0.001 par value, of the Company (the "Common Stock"), at
an initial purchase price of $4.00 per share, payable in lawful money of the
United States.
This Warrant may be exercised in whole or in part by presentation hereof
with the Notice of Exercise contained herein duly executed and with
simultaneous payment of the applicable aggregate Purchase Price (subject to
adjustment) at the office of the Company in Dallas, Texas. Payment of such
Purchase Price shall be made, at the option of the Holder hereof, by certified
check or bank draft payable in United States currency.
This Warrant is one of a duly authorized issue of common stock purchase
warrants issued under and in accordance with that certain Investment Banking
and Selling Agent Agreement, dated March 6, 1995, by and between the Company
and Grant Bettingen, Inc., as amended by Amendment No. 1 thereto by and between
the Company and Grant Bettingen, Inc. (the "Amended Investment Banking and
Selling Agent Agreement"), and is subject to the terms and provisions contained
in the Amended Investment Banking and Selling Agent Agreement, to all of which
the Holder hereof, by acceptance hereof, hereby consents. A copy of the
Amended Investment Banking and Selling Agent Agreement may be obtained for
inspection upon written request to the Company by a Holder of this Warrant.
This Warrant does not entitle any Holder to any rights of a stockholder of
the Company. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to
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be paid for a share of Common Stock may be adjusted from time to time as set
forth in the Amended Investment Banking and Selling Agent Agreement. The
shares of Common Stock deliverable upon such exercise, as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Stock" and the exercise
price of a share of Common Stock in effect at any time and as adjusted from
time to time is sometimes referred to herein as the "Purchase Price."
By the acceptance of this Warrant, the Holder represents to the Company
that it (a) is acquiring the Warrant and will acquire the shares of Warrant
Stock issuable upon exercise of this Warrant for its own account, (b) has
authority to make the statements contained in this paragraph, (c) is an
"accredited investor" as defined in Regulation D of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities
Act"), and was not formed for the purpose of acquiring this Warrant or the
Warrant Stock, (d) is acquiring this Warrant and will acquire the Warrant Stock
upon exercise of this Warrant for investment and not with a view to any
distribution thereof, and (e) has not been offered this Warrant and the Warrant
Stock by any form of general solicitation or general advertising. By the
acceptance of this Warrant, the Holder understands and acknowledges that the
offering of this Warrant and the Warrant Stock issuable upon exercise of this
Warrant will not be registered under the Securities Act or registered or
qualified under the securities or blue sky laws of any state on the grounds
that the offering and sale of the securities contemplated by this Warrant are
exempt from such registration under the Securities Act pursuant to Section 4(2)
of the Securities Act and are exempt from registration or qualification under
applicable state securities or blue sky laws. By the acceptance of this
Warrant, the Holder further understands and acknowledges that this Warrant and
the Warrant Stock issuable upon exercise of this Warrant must be held by it
indefinitely unless this Warrant is subsequently exercised or this Warrant or
the Warrant Stock is registered under the Securities Act and registered or
qualified under applicable state securities or blue sky laws or an exemption
from such registration or qualification is available with respect to any
proposed transfer of this Warrant or the Warrant Stock and that the
certificates evidencing any Warrant Stock issued upon exercise of this Warrant
shall bear any legends deemed necessary by the Company.
As soon as practicable after any exercise of this Warrant and payment of
the sum payable upon such exercise, and in any event within 10 days thereafter,
the Company, at its expense (including the payment by it of any applicable
taxes), will cause to be issued in the name of and delivered to the holder
hereof, or in the name of such other person as such holder may direct, a
certificate or certificates for the number of fully paid and nonassessable
shares of Warrant Stock, or other securities or property to which such holder
shall be entitled upon such exercise, plus, in lieu of any fractional share of
Warrant Stock to which such holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current fair market value ("Market Value")
of one full share of Warrant Stock. The Market Value shall be the Closing
Price (as hereinafter defined) for one full share of Common Stock on the
business day next preceding the day of exercise. As used herein, the term
"Closing Price" shall mean the last sale price regular way or, in case no sale
takes place on such day, the average of the closing bid and asked prices
regular way, in either case on the principal national securities exchange on
which the Common Stock of the Company is listed or admitted to trading, or if
not listed or admitted to trading on any national securities exchange, the
average of the closing bid and asked prices on such day as reported on the
NASDAQ Stock Market, or, if not reported on such
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market, the average of the closing bid and asked prices as furnished by
National Quotation Bureau, Inc., or a similar reporting organization. All
calculations with respect to the Closing Price shall be made to the nearest
cent ($0.01). Issuance and delivery of Warrant Stock deliverable on the due
exercise of this Warrant may be postponed by the Company and its transfer agent
during any period, not exceeding thirty (30) days, for which the transfer books
of the Company for the Common Stock are closed between (1) the record date set
by the Board of Directors for the determination of stockholders entitled to
vote at or to receive notice of any stockholders meeting, or entitled to
receive payment of any dividends or to any allotment of rights or to exercise
rights in respect of any change, conversion or exchange of capital stock, and
(2) the date of such meeting of stockholders, the date for the payment of such
dividends, the date for such allotment of rights, or the date when any such
change or conversion or exchange of capital stock shall go into effect, as the
case may be.
Upon surrender for exchange of this Warrant (in negotiable form, if not
surrendered by the holder named on the face hereof) to the Company, the
Company, at its expense, will issue and deliver new Warrants of like tenor,
calling in the aggregate for the same amount of Warrant Stock, in the
denomination or denominations requested, to or on the order of such holder and
in the name of such holder as such holder may direct. Until this Warrant is
transferred on the books of the Company, the Company may treat the registered
holder of this Warrant as absolute owner for all purposes without being
affected by any notice to the contrary. Transfer of this Warrant is restricted
as provided herein and in the Amended Investment Banking and Selling Agent
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name by the manual signatures of its Chairman or President or one of its Vice
Presidents, thereunto duly authorized, and its corporate seal to be impressed
or imprinted hereon, attested by the manual signature of its Secretary or an
Assistant Secretary.
Dated: May 25, 1995 URANIUM RESOURCES, INC.
Attest: By: /s/ PAUL K. WILLMOTT
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Its: President
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By:/s/ WALLACE M. MAYS
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Secretary
[SEAL]
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NOTICE OF EXERCISE
The undersigned hereby exercises the right to purchase _______ shares of
Common Stock covered by this Warrant according to the conditions thereof and
herewith makes payment of the Purchase Price of such shares in full.
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Signature of Warrantholder
Title:
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Dated: _______________, 199__
The Company is requested to issue certificates for the Warrant Stock acquired
upon exercise of this Warrant as follows:
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Name
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Address
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SSN or EIN
ASSIGNMENT OF WARRANT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
the within Warrant, and irrevocably appoints
________________________________________ as attorney-in-fact to transfer such
Warrant on the books of the Company, with full power of substitution in the
premises, to the following assignee(s):
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Name
---------------------------------
Address
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SSN or EIN
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Signature of Warrantholder
Title:
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