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Uranium Resources Inc/DE – ‘DEF 14A’ for 5/1/97

As of:  Monday, 3/31/97   ·   For:  5/1/97   ·   Accession #:  950134-97-2513   ·   File #:  0-17171

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/97  Uranium Resources Inc/DE          DEF 14A     5/01/97    1:63K                                    RR Donnelley

Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Materials                            29    111K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
17401(k) Profit Sharing Plan
24Certain Relationships and Related Transactions
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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 URANIUM RESOURCES, INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a6(i)(1) or 14a-6(i)(2) [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:_/ ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- _/ Set forth the amount on which the filing fee is calculated and state how it was determined [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: -----------------------------------------------------------------------
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URANIUM RESOURCES, INC. 12750 MERIT DRIVE, SUITE 1020 DALLAS, TEXAS 75251 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 1, 1997 To the Stockholders of URANIUM RESOURCES, INC.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Uranium Resources, Inc., a Delaware corporation (the "Company"), will be held in the Alamo Room of the Landmark Club, 12740 Merit Drive, Dallas, Texas 75251 on Thursday, May 1, 1997, at 9:00 a.m., local time, for the following purposes: 1. To elect four (4) directors of the Company to serve until the next annual meeting of stockholders or until their respective successors shall be elected and qualified; 2. To consider and vote upon a proposal to ratify the selection of Arthur Andersen, LLP, independent accountants, as independent auditors for the Company for the fiscal year ending December 31, 1997; and 3. To transact such other business as may properly come before the Meeting or any adjournment thereof. Only stockholders of record at the close of business on March 20, 1997, are entitled to notice of and to vote at the Meeting or any adjournment thereof. STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON, SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOUR VOTE IS IMPORTANT. By Order of the Board of Directors /s/ Thomas H. Ehrlich Thomas H. Ehrlich, Secretary DALLAS, TEXAS March 26, 1997
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URANIUM RESOURCES, INC. 12750 MERIT DRIVE, SUITE 1020 DALLAS, TEXAS 75251 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 1, 1997 This Proxy Statement is furnished to stockholders of Uranium Resources, Inc., a Delaware corporation (the "Company"), in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders (the "Meeting") to be held in the Alamo Room of the Landmark Club, 12740 Merit Drive, Dallas, Texas 75251 on Thursday, May 1, 1997, at 9:00 a.m., local time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The approximate date on which this Proxy Statement and the enclosed Proxy will first be sent to stockholders is March 31, 1997. ACTION TO BE TAKEN AT THE MEETING Shares represented by a properly executed Proxy, unless the stockholder otherwise instructs in the Proxy, will be voted (a) for the election of the four individuals named below under the caption Election of Directors as directors of the Company; (b) for the ratification of the selection of Arthur Andersen, LLP, independent accountants, as independent auditors of the Company for the fiscal year ending December 31, 1997; and (c) at the discretion of the Proxy holders on any other matter or business that may be properly presented at the Meeting or any adjournment thereof. Where a stockholder properly executes a Proxy and gives instructions on how his shares are to be voted, the shares will be voted in accordance with those instructions. A Proxy may be revoked at any time by a stockholder before it is exercised by giving written notice to the Secretary of the Company, or by signing and delivering a Proxy which is dated later, or, if the stockholder attends the Meeting in person, by either notice of revocation to the inspectors of election at the Meeting or by voting at the Meeting. The only matters that management intends to present at the Meeting are the two matters referenced in subparagraphs (a) and (b) above. If any other matter or business is properly presented at the Meeting, the proxy holders will vote upon it in accordance with their best judgment.
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VOTING SECURITIES The record date for the Meeting is March 20, 1997. Only stockholders of record at the close of business on that date will be entitled to vote at the Meeting. At the close of business on that date, there were issued and outstanding 10,827,527 shares of the Company's Common Stock entitled to one vote per share. In the election of directors, cumulative voting is not allowed. A majority of the outstanding Common Stock, present in person or by Proxy and entitled to vote, will constitute a quorum for the transaction of business at the Meeting. Under Delaware law and the Company's Bylaws, if a quorum is present at the Meeting: (i) to be elected a director, each nominee must receive a plurality of the votes of the shares present in person or by Proxy at the Meeting and entitled to vote on the matter, and (ii) the affirmative vote of the majority of shares present in person or by Proxy at the Meeting and entitled to vote on the matter is required to (a) ratify the selection of Arthur Andersen, LLP, as independent auditors of the Company for the fiscal year ending December 31, 1997, and (b) approve any other matter submitted to a vote of stockholders at the Meeting. In the election of directors, any action other than a vote for a nominee will have the practical effect of voting against the nominee. Abstention from voting on any matter presented at the Meeting will have the practical effect of voting against any such matter since it is one less vote for approval. Broker non-votes on any matter will not be considered "shares present" for voting purposes. BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK The following table sets forth, as of February 28, 1997, certain information regarding persons known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company's Common Stock. Shown separately in the second table below is certain information regarding the beneficial ownership of the Company's Common Stock by (i) each director and nominee for director of the Company, (ii) each of the executive officers named in the Summary Compensation Table set forth below under the caption Executive Compensation, and (iii) all directors and executive officers as a group. -2 -
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PRINCIPAL STOCKHOLDERS [Download Table] NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2) ------------------- ----------------------- ---------- Barry R. Feirstein 1,000,000 9.2% Feirstein Capital Management Corp. 767 Third Avenue, 28th Floor New York, NY 10017 Lindner Growth Fund 811,525(3) 6.1% 7711 Carondelet Avenue, Suite 700 Clayton, MO 63105 Lindner Dividend Fund 2,589,000(3)(4) 19.4% 7711 Carondelet Avenue, Suite 700 Clayton, MO 63105 Lindner Bulwark Fund 829,300(3)(5) 6.2% 7711 Carondelet, Suite 700 Clayton, MO 63105 Ryback Management Corporation 250,000(6) 2.3% 7711 Carondelet Avenue, Suite 700 Clayton, MO 63105 Zeiger Capital Group LLC 884,600(7) 8.2% 320 Park Avenue, 30th Floor New York, NY 10022 John A. Levin & Co., Inc. 681,300 6.3% One Rockefeller Plaza, 25th Floor New York, NY 10020 -------------------------------- (1) Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power. -3 -
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(2) The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person. (3) Lindner Growth Fund, Lindner Dividend Fund, and Lindner Bulwark Fund (the "Lindner Group") are members of the same family of mutual funds and may be deemed collectively as a controlling stockholder of the Company. The Lindner Group is managed by Ryback Management Corporation ("Ryback"), an investment adviser. Ryback has discretionary authority over the shares owned beneficially by the Lindner Group, including the power to vote and dispose of such shares. (4) Includes 839,000 outstanding shares owned beneficially by Lindner Dividend Fund, 1,125,000 shares issuable upon conversion of certain notes and 625,000 shares issuable upon exercise of certain warrants. (5) Includes 375,000 shares issuable upon conversion of certain notes and 375,000 shares issuable upon exercise of certain warrants. (6) Ryback manages the accounts of third parties that are not affiliated with the Lindner Group. Such parties own beneficially 250,000 outstanding shares over which Ryback has discretionary authority to vote and dispose of such shares. Ryback disclaims beneficial ownership of these 250,000 shares. Excludes all the shares owned by the Lindner Group as to which Ryback disclaims beneficial ownership. (7) Zesiger Capital Group L.L.C. ("Zeiger") is an investment adviser with dispositive power over 884,600 shares of the Company's common stock pursuant to authority granted by its investment clients and disclaims beneficial ownership of these shares. Legal and beneficial ownership of these shares are held by Zesiger's clients. -4 -
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MANAGEMENT [Download Table] AMOUNT AND NATURE OF NAME OF BENEFICIAL BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS(2) ---------------- --------- ------------------ William M. McKnight, Jr. 265,604(3) 2.3% Paul K. Willmott 104,968(4) * Joe H. Card 6,626(5) * Leland O. Erdahl 112,250(6) * George R. Ireland 124,250(7) 1.0% James B. Tompkins 105,250(8) * Richard F. Clement, Jr. 167,653(9) 1.5% Harry L. Anthony, IV 35,388(10) * All executive officers and directors as a group (11 persons) 1,095,730(11) 9.5% -------------------------------- * Less than 1%. (1) Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power. (2) The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options, but not deemed outstanding for computing the percentage ownership of any other person. (3) Includes 70,620 shares that may be obtained by Mr. McKnight, through the exercise of stock options which are currently exercisable or will become exercisable within 60 days. Such number does not include 63,210 shares that may be obtained by Mr. McKnight through the exercise of stock options exercisable more than 60 days from the date hereof. -5 -
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(4) Includes 103,968 shares that may be obtained by Mr. Willmott through the exercise of stock options which are currently exercisable. Does not include 220,182 shares that may be obtained by Mr. Willmott through the exercise of stock options exercisable more than 60 days from the date hereof. (5) Includes 6,626 shares that may be obtained by Mr. Card through the exercise of stock options which are currently exercisable. Does not include 30,428 shares that may be obtained by Mr. Card through the exercise of stock options exercisable more than 60 days from the date hereof. (6) Includes 110,750 shares that may be obtained by Mr. Erdahl through the exercise of stock options which are currently exercisable. Does not include 12,250 shares that may be obtained by Mr. Erdahl through the exercise of stock options exercisable more than 60 days from the date hereof. (7) Includes 105,250 shares that may be obtained by Mr. Ireland through the exercise of stock options which are currently exercisable. Does not include 16,750 shares that may be obtained by Mr. Ireland through the exercise of stock options exercisable more than 60 days from the date hereof. (8) Includes 105,250 shares that may be obtained by Mr. Tompkins through the exercise of stock options which are currently exercisable. Does not include 16,750 shares that may be obtained by Mr. Tompkins through the exercise of stock options exercisable more than 60 days from the date hereof. (9) Includes 35,713 shares that may be obtained by Mr. Clement through the exercise of stock options which are currently exercisable. Does not include 122,987 shares that may be obtained by Mr. Clement through the exercise of stock options exercisable more than 60 days from the date hereof. (10) Includes 34,111 shares that may be obtained by Mr. Anthony through the exercise of stock options which are currently exercisable. Does not include 33,783 shares that may be obtained by Mr. Anthony through the exercise of stock options exercisable more than 60 days from the date hereof. (11) Includes 598,880 shares that may be obtained through the exercise of stock options which are currently exercisable or will become exercisable within 60 days. -6 -
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ELECTION OF DIRECTORS (PROPOSAL 1 ON PROXY CARD) Under the Company's Bylaws and pursuant to a resolution of the Board of Directors, the Board of Directors has fixed the size of the Board at four. Directors are elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified. The Company's Board of Directors is not divided into classes; therefore, all four directors are to be elected at the Meeting. Unless authority is withheld, it is intended that the shares represented by a properly executed Proxy will be voted for the election of all of the nominees (Paul K. Willmott, Leland O. Erdahl, George R. Ireland and James B. Tompkins) as directors. The nominees are currently all the members of the Company's Board of Directors. If these nominees are unable to serve for any reason, such Proxy will be voted for such persons as shall be designated by the Board of Directors to replace such nominees. The Board of Directors has no reason to expect that these nominees will be unable to serve. The following table sets forth certain information concerning the individuals nominated for election as directors of the Company: [Download Table] POSITIONS AND OFFICES NAME AGE WITH THE COMPANY ---- --- ------------------ Paul K. Willmott 57 Chairman, Chief Executive Officer, President, and Director Leland O. Erdahl 68 Director George R. Ireland 40 Director James B. Tompkins 40 Director NOMINEES FOR DIRECTOR PAUL K. WILLMOTT has served as a director of the Company since August 1994, as President of the Company since February 1995, as Chief Financial and Accounting Officer from April 12, 1995 through September 25, 1995 and as Chairman of the Board and Chief Executive Officer since July 31, 1995. Mr. Willmott retired from Union Carbide Corporation ("Union Carbide") where he was involved for 25 years in the finance and operation of Union Carbide's world-wide mining and metals business. Most recently, Mr. Willmott was President of UMETCO Minerals Corporation, a wholly-owned subsidiary of Union Carbide, from 1987 to 1991, where he was responsible for Union Carbide's uranium and vanadium businesses. From January 1993 until February 1995, Mr. Willmott was engaged by the Concord Mining Unit as a senior vice president where he was primarily involved in the acquisition of UMETCO Minerals Corporation's uranium and vanadium -7 -
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operating assets. Mr. Willmott graduated from Michigan Technological University with a Bachelor of Science degree in Mining in 1964 and a Bachelor of Science Degree in Engineering Administration in 1967. He has been an active member of the American Institute of Mining Engineers, the Canadian Institute of Mining Engineers and a number of state professional organizations. LELAND O. ERDAHL has served as a director of the Company since July 11, 1994. Mr. Erdahl previously served as President and Chief Executive Officer for Stolar, Inc. from 1986 to 1991. Stolar was a high-tech company involved in the radio wave imaging of geologic media and underground radio transmission for voice and data. He was also President and CEO of Albuquerque Uranium Corporation, a Uranium mining company, from 1987 to 1991. He is a Certified Public Accountant and is a graduate from the College of Santa Fe. He is currently a director of Hecla Mining Company, Canyon Resources Corporation, Original Sixteen to One Mine, Inc., and a trustee for a group of John Hancock Mutual Funds. He is also a director of Santa Fe Ingredients Company of California, Inc. and Santa Fe Ingredients Company, Inc., both private food processing companies. In March 1997, Mr. Erdahl entered into a contract with AMAX Gold, Inc. to serve as Vice President and Chief Financial Officer for a period of six months. GEORGE R. IRELAND has served as a director since May 25, 1995. Mr. Ireland is a financial analyst for and a partner in the D.M. Knott Limited Partnership, a private investment partnership. Mr. Ireland specializes in investing in securities of natural resource and other basic industrial companies, both domestically and abroad. From 1987 to 1991, he was a Vice President of Fulcrum Management, Inc., which was the manager of the VenturesTrident Limited Partnerships, (venture capital funds dedicated to investing in the mining industry), and Senior Vice President and Chief Financial Officer of MinVed Gold Corporation, a company in which the VenturesTrident funds had a significant investment. Mr. Ireland graduated from the University of Michigan with degrees in Geology and Resource Economics. He also attended the Graduate School of Business Administration of New York University. Mr. Ireland is a director of Merrill & Ring, Inc., a private land and timber holding company in the state of Washington. Mr. Ireland acted as a consultant to Ryback Management Corporation and performed due diligence on the Company in connection with Ryback's loan of $6 million to the Company on behalf of members of the Lindner Group in 1995 discussed elsewhere in this Proxy Statement. Mr. Ireland is not otherwise affiliated with the Lindner Group or Ryback. JAMES B. TOMPKINS has served as a director since May 25, 1995. Mr. Tompkins is a registered investment advisor doing business as Tompkins & Company. From 1988 until 1990, Mr. Tompkins acted as a sole proprietor of Tompkins & Company, advising creditors of companies in bankruptcy as to the value of claims and realizing proceeds on those claims. In that capacity, Mr. Tompkins acted as a registered investment advisor. Between October 1990 and April 1993, Mr. Tompkins was employed by Columbia Savings as a bond manager where he was responsible for real estate loan workouts and asset disposition. He is an attorney and a Chartered Financial Analyst. Mr. Tompkins graduated from the University of Alabama in 1979 and received his Juris Doctor from the University of Alabama School of Law in 1983. Mr. Tompkins acted as a -8 -
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consultant to Ryback and performed due diligence on the Company in connection with Ryback's loan of $6 million to the Company on behalf of members of the Lindner Group in 1995 as discussed elsewhere in this Proxy Statement. Mr. Tompkins is not otherwise affiliated with the Lindner Group or Ryback. ARRANGEMENTS REGARDING ELECTION OF DIRECTORS On May 25, 1995, George R. Ireland and James B. Tompkins were appointed to the Board of Directors following the closing of certain transactions with the Lindner Group. In connection with these transactions, the Company has agreed to nominate two individuals designated by the Lindner Group for election to the Board. Messrs. Ireland and Tompkins are the Lindner Group's designees. LEGAL PROCEEDINGS On August 28, 1995, Manuel T. Longoria, as owner of the ranch containing the site of the Company's Longoria mine near Bruni in Duval County, Texas, brought suit against the Company in state district court in Duval County, Texas asserting claims said to have arisen at various times over the last 18 years. In the action styled Longoria v. Uranium Resources, Inc., et al., Longoria claims the Company has leased the site knowing that the proposed mining would contaminate the site; that the Company had knowingly or negligently conducted mining operations in a manner which contaminated the Longoria property with toxic and hazardous material which present a serious health hazard. The suit asks for remediation of the Longoria property and for unspecified actual and punitive damages. With regard to the claim for remediation, the Company, upon the conclusion of mining at the Longoria site and the nearby sites, began reclamation in the manner required by its permits and by state and federal regulations. Such reclamation is nearing completion. The Company has made provisions for the costs of site reclamation and does not believe the settlement of this lawsuit will result in damages that are materially different than the costs already in the financial statements. On July 12, 1995, the Company filed a lawsuit in the federal district court in Colorado against Professional Bank, a Colorado chartered bank ("ProBank"). The Company believes that ProBank is owned or controlled by Oren L. Benton, the former Chairman of the Company's Board of Directors. In the action styled Uranium Resources, Inc. v. Professional Bank, the Company alleges that ProBank transferred $1,080,000, without the Company's authorization, from the Company's account at ProBank to the accounts maintained at ProBank of various entities and an individual affiliated with Mr. Benton. The Company has recovered $300,000 of the total and is seeking to recover the balance from ProBank. -9 -
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The Company is subject to periodic inspection by the TNRCC for the purpose of determining compliance by the Company with the conditions of its licenses. In the ordinary course of business, minor violations may occur, however, these are not expected to cause material expenditures. OTHER EXECUTIVE OFFICERS The following table sets forth certain information concerning executive officers who are not also directors of the Company: [Download Table] POSITIONS AND OFFICES NAME AGE WITH THE COMPANY ---- --- ----------------- William M. McKnight, Jr. 60 Senior Vice President - Operations (1) Joe H. Card 43 Senior Vice President - Marketing Richard F. Clement, Jr. 53 Senior Vice President and President-Hydro Resources, Inc. Richard A. Van Horn 50 Senior Vice President - Operations (2) Thomas H. Ehrlich 37 Vice President, Chief Financial Officer, Secretary and Treasurer Harry L. Anthony, IV 49 Vice President - Engineering Mark S. Pelizza 44 Vice President - Health, Safety and Environmental Affairs Craig S. Bartels 48 Vice President, Technology - Hydro Resources, Inc. ________________________________ (1) Mr. McKnight has announced that effective March 31, 1997, he will retire as an officer and a full-time employee of the Company. He will continue to remain as a resource to the Company through his role as a part-time employee or as a consultant to the Company. (2) Effective April 1, 1997, Mr. Van Horn was elected an officer of the Company. -10 -
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The following sets forth certain information concerning the business experience of the foregoing executive officers during the past five years. WILLIAM M. MCKNIGHT, JR. joined the Company on September 1, 1977 and served as the Company's Executive Vice President, Chief Operating Officer and Director until August 1994. From August 1994 to February 1995, he directed the Company's operations in South Texas and New Mexico and on February 24, 1995, he was appointed Vice President of Operations for the Company. In February 1996, he was appointed Senior Vice President of Operations. Mr. McKnight received a B.S. in Geology from Centenary College in 1959 and a M.S. in Sedimentary Geology from Florida State University in 1961. JOE H. CARD joined the Company as Vice President - Marketing in March 1989. In February 1993 he was promoted to Senior Vice President - Marketing. Previously, he spent four years with UG U.S.A., Inc., a U.S. marketing subsidiary of a major German mining company, most recently as Marketing Manager. His responsibilities were related to the entire Uranium fuel cycle, primarily in dealing with U.S. nuclear utilities customers. Prior to his work at UG U.S.A., Inc., Mr. Card spent five years with Mitsubishi International Corporation as marketing manager. He earned a B.B.A. degree in Finance from the University of Georgia in 1975 and an M.B.A. from Georgia State University in 1978. RICHARD F. CLEMENT, JR. joined the Company as Vice President-Exploration in 1983. In April 1990, he was appointed Senior Vice President-Exploration. Mr. Clement was a director of the Company from February 1985 to July 1994 at which time he resigned his positions as director and officer of the Company. During the period from July 1994 to February 1996 Mr. Clement remained with the Company as Exploration Manager. In February 1996, he was again appointed Senior Vice President-Exploration of the Company as well as the President and a Director of Hydro Resources, Inc., a wholly owned subsidiary of the Company. Prior to joining the Company, he spent 16 years with Mobil Oil Corporation, most recently as vice president and exploration manager for Mobil Energy Minerals-Australia, where he initiated and managed Mobil's Australian coal, uranium and other minerals exploration and acquisition programs. Mr. Clement received his B.S. degree in Geology from Boston College in 1965 and his M.S. degree in Geology from the University of Vermont in 1967. RICHARD A. VAN HORN joined the Company in March 1997 and assumed the position of Senior Vice President of Operations on April 1, 1997. Previously, he spent three years with Energy Fuels Nuclear, Inc. as General Manager - Colorado Plateau Operations with responsibility for the daily management of and planning for Energy Fuels Nuclear, Inc. mining activities on the Colorado Plateau. Prior to his work at Energy Fuels Nuclear, Inc., Mr. Van Horn spent eighteen years with Union Carbide Corporation where he was involved with the finance and operation of the company's world-wide mining and metals business. From 1990 to 1994, Mr. Van Horn was Director of Operations of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide Corporation, responsible for all operating aspects of UMETCO's uranium and vanadium -11 -
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business on the Colorado Plateau prior to its sale to Energy Fuels Nuclear, Inc.. Mr. Van Horn graduated from the Colorado School of Mines with a Engineer of Mines degree in mining in 1973. THOMAS H. EHRLICH, a certified public accountant, rejoined the Company in September 1995 as Vice President and Chief Financial Officer and was appointed Secretary and Treasurer of the Company in December 1995. Immediately prior to that, Mr. Ehrlich spent nine months as a Division Controller with Affiliated Computer Services, Inc., an information technology services provider in Dallas, Texas. Prior to that, he joined the Company in November 1987 as Controller- Public Reporting and was promoted to Controller and Chief Accounting Officer in February 1990. In February 1993, Mr. Ehrlich assumed the additional duties of Vice President and Secretary of the Company. Prior to joining the Company, he spent four years with Deloitte Haskins & Sells and worked primarily with clients that were publicly held companies. Prior to his work at Deloitte Haskins & Sells, he spent three years in various accounting duties at Enserch Exploration, Inc., an oil and gas company in Dallas, Texas. Mr. Ehrlich received his B.S. B.A. degree in Accounting from Bryant College in 1981. HARRY L. ANTHONY, IV has headed the Company's engineering team since 1978. From April 1978 until April 1990, Mr. Anthony was Vice President - Engineering of the Company, and in April 1990, he was appointed Senior Vice President- Engineering. Mr. Anthony was a director of the Company from February 1985 to July 1994 at which time he resigned his positions as director and officer of the Company. During the period from July 1994 to February 1996, Mr. Anthony remained with the Company as Engineering Manager. In February 1996, he was appointed Vice President-Engineering of the Company. Prior to joining the Company he was employed for eight years by Union Carbide, six of such years as a hydrometallurgist and the last two years as plant superintendent for Union Carbide's Palangana solution mining plant in South Texas. Mr. Anthony received a B.S. degree and a M.S. degree in Engineering Mechanics from Pennsylvania State University in 1969 and 1973, respectively. MARK S. PELIZZA has served as the Company's Environmental Manager since 1980, and as such, he has been responsible for all environmental regulatory activities. In February 1996, he was appointed Vice President - Health, Safety and Environmental Affairs of the Company. Prior to joining the Company, he was employed for two years by Union Carbide as an Environmental Planning Engineer at Union Carbide's Palangana solution mining plant in South Texas. Mr. Pelizza received a M.S. Degree in Engineering Geology from Colorado School of Mines in 1978 and a B.S. Degree in Geology from Fort Lewis College in 1974. CRAIG S. BARTELS, a Registered Professional Engineer, rejoined the Company as Vice President-Technology of Hydro Resources, Inc., a wholly owned subsidiary of the Company in July 1996. From January 1995 to July 1996, he was Manager of Wellfield Operations for Crow Butte Resources, Inc. a uranium ISL mining company. Mr. Bartels originally joined the Company in early 1981 and held varied positions with the Company as Reservoir Engineer, Plant Manager, and Manager of Wellfield Operations through October 1994. Earlier, he was with Union Carbide, eventually becoming Technical and Plant Superintendent for their solution mining operation. -12 -
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Mr. Bartels also spent six years with Natural Gas Pipeline Company of America, a major gas transmission company, as drilling and reservoir engineer for their gas storage operations. Mr. Bartels received a B.S. Degree in Petroleum Engineering from Montana School of Mines in 1972. The officers of the Company hold office until their successors are appointed by the Board of Directors. All officers of the Company are employed on a full-time basis. There is no family relationship between any director and executive officer of the Company. BOARD AND COMMITTEE MEETINGS The Board of Directors held 11 formal meetings through both direct meetings and telephonic meetings during the year ended December 31, 1996. Each director attended all of the meetings except for Leland O. Erdahl who did not attend the April 18 meeting but met with Mr. Willmott on April 19, 1996 to review and vote upon the actions taken the previous day. In addition to those meetings, certain actions were taken by unanimous written consent of the Board of Directors. The Company's officers have made a practice of keeping directors informed of corporate activities by personal meetings and telephone discussions and (as indicated above) directors ratify or authorize certain Company actions through unanimous written consent actions. The Company has three standing committees of the Board of Directors. Leland O. Erdahl, George R. Ireland and James B. Tompkins are the current members of the Audit, the Employees' Stock Option, and Compensation Committees. The Audit Committee's principal functions are to meet with the Company's independent auditors to review the financial statements contained in the Annual Report, to review the Company's systems of internal controls and to report to the Board of Directors thereon. The Employees' Stock Option Committee's principal function is the administration of the employees' stock option plans of the Company. The Compensation Committee's function is to determine the compensation of executive officers and to set guidelines for compensation for the employees of the Company. During 1996, the Audit Committee held three formal meetings, the Employees' Stock Option Committee held two formal meetings, and the Compensation Committee held three formal meetings. The Audit Committee met in February 1997 with the Company's auditors to review the 1996 fiscal year audit. At present, the Company has no nominating, executive, or similar committees. -13 -
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EXECUTIVE COMPENSATION The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for the years ended December 31, 1996, 1995 and 1994 paid to the Company's Chief Executive Officers and certain other executive officers of the Company. SUMMARY COMPENSATION TABLE [Enlarge/Download Table] ------------------------------------------------------------------------------------------------------------------------ Annual Compensation Long-Term Compensation ------------------------------------------------------------------------------------------------------------------------ Other Securities All Annual Underlying Other Salary Bonus Compensation(1) Options Compensation (2) Name and Principal Position Year ($) ($) ($) (#) ($) ------------------------------------------------------------------------------------------------------------------------ Paul K. Willmott 1996 $166,525 $13,140 $ 168 37,670 $ 2,851 Chairman, President and 1995 $118,324 $10,500 $ 3,209 240,200 $25,000 Chief Executive Officer 1994 -- -- -- 21,000 -- ------------------------------------------------------------------------------------------------------------------------ Joe H. Card 1996 $117,894 $10,500 $145,729 13,440 $ 1,730 Senior Vice President - 1995 $121,619 $ 6,750 $137,461 6,064 -- Marketing 1994 $120,441 -- $ 36,617 -- -- ------------------------------------------------------------------------------------------------------------------------ William M. McKnight, Jr. 1996 $139,632 $ 8,050 $ 168 28,880 $ 4,105 Senior Vice President - 1995 $165,959 $10,700 $ 542 33,600 $ 3,673 Operations 1994 $190,306 -- $ 168 -- $ 3,549 ------------------------------------------------------------------------------------------------------------------------ Harry L. Anthony, IV 1996 $110,115 $ 7,950 $ 79,107 14,520 $ 3,347 Vice President - 1995 $118,799 $ 7,275 $ 5,340 19,924 $ 2,310 Engineering 1994 $120,252 -- $ 3,332 -- $ 2,310 ------------------------------------------------------------------------------------------------------------------------ Richard F. Clement, Jr.(3) 1996 $125,247 $ 10,000 $ 2,462 91,130 $13,129 Senior Vice President - 1995 $117,302 $ 8,100 $ 1,989 27,720 $ 2,310 Exploration/President - 1994 $120,744 -- $ 1,766 -- $ 2,310 Hydro Resources, Inc. ------------------------------------------------------------------------------------------------------------------------ (1) Represents amounts paid for out-of-pocket medical and dental expenses under the Company's Supplemental Health Care Plan; 1996 amounts for (i) Mr. Card includes $141,550, constituting the difference between the fair market value of the shares of Common Stock on the date of exercise of certain stock options ($191,530) and the exercise price of $2.94 and for (ii) Mr. Anthony includes $67,543, constituting the difference between the fair market value of the shares of Common Stock on the date of exercise of certain stock options ($105,763) and the exercise price of $2.94. -14 -
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(2) Represents contributions made by the Company under the Company's 401(k) Profit Sharing Plan (see "401(k) Profit Sharing Plan" below) and for Mr. Clement in 1996 includes moving costs received upon his relocation to Albuquerque ($9,868). (3) Mr. Clement was appointed Senior Vice President-Exploration as well as President and Director of Hydro Resources, Inc. effective February 22, 1997. SUPPLEMENTAL HEALTH CARE PLAN The Company has adopted a health care plan (the "Supplemental Plan") for the officers of the Company and certain of the employees of the Company who are also stockholders, which supplements the standard health care plan available to all eligible employees of the Company (the "Standard Plan"). The Supplemental Plan pays directly to the participant all out- of-pocket medical and dental expenses not covered under the Standard Plan, including deductibles and co-insurance amounts. Additionally, the Supplemental Plan provides to each participant $100,000 of accidental death and dismemberment insurance protection and a world wide medical assistance benefit. Each participant in the Supplemental Plan may receive a maximum annual benefit of $50,000 or $100,000, at the Company's option. The Company pays an annual premium under the Supplemental Plan equal to $210 per participant plus 10% of claims paid. There are currently ten officers and employees covered by the Supplemental Plan. 401(k) PROFIT SHARING PLAN The Company maintains a defined contribution profit sharing plan for employees of the Company (the "401(k)") that is administered by a committee of trustees appointed by the Company. All Company employees are eligible to participate upon the completion of six months of employment, subject to minimum age requirements. Each year the Company makes a contribution to the 401(k) out of its current or accumulated net profits (as defined) in an amount determined by the Board of Directors but not exceeding 15% of the total compensation paid or accrued to participants during such fiscal year. The Company's contributions are allocated to participants in amounts equal to 25% (or a higher percentage, determined at the Company's discretion) of the participants' contributions, up to 4% of each participant's gross pay. For the plan year ended July 31, 1996 the Company contributed amounts equal to 75% of the participant's contributions, up to 4% of gross pay. For the plan year ended July 31, 1995, the Company contributed amounts equal to 50% of the participants' contribution, up to 4% of gross pay. For the plan year ended July 31, 1994, the Company contributed amounts equal to 50% of the participants' contributions, up to 4% of gross pay. Participants become 20% vested in their Company contribution account for each year of service until full vesting occurs upon the completion of five years of service. Distributions are made upon retirement, death or disability in a lump sum or in installments. -15 -
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STOCK OPTION PLANS On December 19, 1995, the Company's Shareholders approved the 1995 Stock Incentive Plan (the "1995 Plan") for key employees of the Company. The 1995 Plan authorized grants of incentive stock options and non-qualified options to purchase up to an aggregate of 750,000 shares of Common Stock. The Employees' Stock Option Committee of the Board of Directors is responsible for the administration of the 1995 Plan and has the full authority, subject to the provisions of the plan, to determine to whom and when to grant options and the number of shares of Common Stock covered by each grant. As of February 28, 1997, a total of 521,215 shares are reserved for issuance upon exercise of options granted under the 1995 Plan and 228,785 shares were reserved for exercise upon the future grant of options under the 1995 Plan. The 1995 Plan replaced the Company's previous plan maintained for employees under which the Company was authorized to grant non-qualified options. All outstanding options under that plan will remain in effect but no new options will be granted under that plan. As of February 28, 1997, a total of 467,631 shares are reserved for issuance under that plan. OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth certain information with respect to options granted to the executive officer named in the Summary Compensation Table in the fiscal year ended December 31, 1996. [Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION INDIVIDUAL GRANTS FOR OPTION TERM ---------------------------------------------------------------------------------------------------------- NUMBER PERCENT OF OF TOTAL SECURITIES OPTIONS UNDERLYING GRANTED TO EXERCISE OPTIONS EMPLOYEES OR BASE GRANTED IN FISCAL PRICE EXPIRATION NAME (#) YEAR ($/SH) DATE 5% ($) 10% ($) ---------------------------------------------------------------------------------------------------------- Paul K. Willmott 37,670 12% $ 9.75 02/22/06 $ 598,200 $ 953,051 ---------------------------------------------------------------------------------------------------------- Joe H. Card 13,440 4% $ 9.75 02/22/06 $ 230,578 $ 367,356 ---------------------------------------------------------------------------------------------------------- William M. McKnight, Jr. 28,880 10% $ 9.75 02/22/06 $ 458,614 $ 730,664 ---------------------------------------------------------------------------------------------------------- Harry L. Anthony, IV 14,520 5% $ 9.75 02/22/06 $ 230,578 $ 367,356 ---------------------------------------------------------------------------------------------------------- Richard F. Clement, Jr. 16,130 5% $ 9.75 02/22/06 $ 256,144 $ 408,089 75,000 25% $16.13 05/30/06 $1,971,000 $3,137,250 ---------------------------------------------------------------------------------------------------------- -16 -
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EXERCISE OF STOCK OPTIONS AND YEAR-END VALUE The following sets forth information with respect to each exercise of stock options during the fiscal year ended December 31, 1996 and the year-end value of unexercised options held by each of the executive officers named in the Summary Compensation Table. [Enlarge/Download Table] NUMBER OF VALUE OF SECURITIES UNEXERCISED SHARES UNDERLYING IN-THE-MONEY ACQUIRED VALUE UNEXERCISED OPTIONS OPTIONS AT FISCAL ON REALIZED AT FISCAL YEAR END YEAR-END NAME EXERCISE (#) ($) (#) ($) ---------- -------------- --------- ------------ ----------- EXERCISABLE/ EXERCISABLE/ UNEXERCISABLE UNEXERCISABLE ------------- ------------- Paul K. Willmott (1) -- -- 25,000/75,000 $93,625/$280,875 25,000/75,000 * 10,050/30,150 10,000/29,999 0/37,670 * 9,000/10,000 32,625/36,250 500/500 998/998 Harry Anthony, IV (2) 13,000 $67,543 25,500/0 $125,843/$0 4,981/14,943 4,956/14,868 0/14,520 * Joe H. Card (2) 17,000 $141,550 1,750/0 $8,636/$0 1,516/4,548 1,508/4,525 0/13,440 * William M. McKnight, Jr. (2) -- -- 55,000/0 $271,425/$0 8,400/25,200 8,358/25,074 0/28,880 * Richard F. Clement, Jr.(3) -- -- 24,750/0 $122,141/$0 6,930/20,790 6,895/20,686 0/16,130 * 0/75,000 * __________________________________________________________ * Represents an option whose grant price is above the December 31, 1996 closing price on the NASDAQ-NMS. (1) Based on the closing price on the NASDAQ-NMS on December 31, 1996 ($7.875) less the grant prices of $4.13, $8.38, $6.88, $9.75, $4.25 and $5.88, respectively. -17 -
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(2) Based on the closing price on the NASDAQ-NMS on December 31, 1996 ($7.875) less the grant prices of $2.94, $6.88 and $9.75, respectively. (3) Based on the closing price on the NASDAQ-NMS on December 31, 1996 ($7.875) less the grant prices of $2.94, $6.88, $9.75 and $16.13, respectively. DIRECTOR COMPENSATION Under the Company's Directors' Stock Option Plan ("Directors' Plan"), each new non-employee director elected or appointed to the Board of Directors for the first time shall be granted an option to purchase 20,000 shares of Common Stock as of the date of such election or appointment and, upon the re-election of a non-employee director at an annual meeting of the Company's stockholders, such director will be granted an option to purchase an additional 1,000 shares as of the date of such election. As of February 28, 1997, a total of 87,000 shares are reserved for issuance upon exercise of options granted under the Directors' Plan and 62,000 shares were reserved for exercise upon the future grant of options under the Directors' Plan. Mr. Erdahl holds options covering 23,000 shares under the Directors' Plan and each of Messrs. Ireland and Tompkins holds options covering 22,000 shares under the Directors' Plan. Mr. Willmott holds options covering 20,000 shares under the Directors' Plan. In addition, Messrs. Ireland, Tompkins and Erdahl each hold options to purchase 100,000 shares of Common Stock. Those options were not granted under the Directors' Plan. Cash compensation for 1996 to the non-employee directors was paid at the rate of $3,000 per quarter plus $1,000 per meeting attended of the Board and committees of the Board. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION In August 1994, the Company formed a Compensation Committee to determine the compensation of the executive officers and to set the guidelines for compensation for the employees of the Company. During the fiscal year ended December 31, 1996, the Compensation Committee was comprised of Leland O. Erdahl, George R. Ireland and James B. Tompkins. No member of the Compensation Committee has been or was during the fiscal year ended December 31, 1996 an officer or employee of the Company or any of the Company's subsidiaries. In addition, no member of the Compensation Committee during the fiscal year ended December 31, 1996 had any relationship requiring disclosure under the caption "Certain Relationships and Related Transactions." No executive officer of the Company serves or served on the compensation committee of another entity during the fiscal year ended December 31, 1996 and no executive officer of the Company serves or served as a director of another entity who has or had an executive officer serving on the Compensation Committee of the Company. -18 -
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COMPENSATION COMMITTEE REPORT Under rules established by the Securities and Exchange Commission, the Company is required to provide certain information regarding the compensation of its Chief Executive Officer and other executive officers whose salary and bonus exceed $100,000 per year. Disclosure requirements include a report explaining the rationale and considerations that lead to fundamental executive compensation decisions. The following report has been prepared to fulfill this requirement. The Compensation Committee ("Committee") of the Board of Directors sets and administers the policies that govern the annual compensation and long-term compensation of executive officers of the Company. None of the members of the Committee is currently an employee of the Company. The Committee makes all decisions concerning compensation of all executive officers as defined by the Securities and Exchange Commission and all awards of stock options under the Company's 1995 Stock Incentive Plan. The Committee's policy is to offer executive officers competitive compensation packages that will permit the Company to attract and retain highly qualified individuals and to motivate and reward such individuals on the basis of the Company's performance. At present, the executive compensation package consists of base salary, bonus awards and long-term incentive opportunities in the form of stock options. Executive salaries are reviewed by the Committee on an annual basis and are set for individual executive officers based on subjective evaluations of each individual's performance, the Company's performance and a comparison to base salary ranges for executives in comparable positions at mid-size mining companies in the United States, primarily involved in the mining of precious metals. Within the U.S. uranium mining companies, there are no public companies which the Committee views as comparable in terms of revenues, reserve base and type of operations. Although the mid-size precious metal mining companies are for the most part larger than the Company, the Committee views this group as being comparable to the Company in terms of the administrative, financial and operating skills required of the Company's senior executives. The compensation of the Chief Executive Officer, Mr. Willmott, is determined in the same manner as the compensation of other executive officers as described above. As a result, Mr. Willmott's compensation is largely dependent upon the overall performance of the Company as well as comparison to compensation being paid by comparable companies to their chief executive officers. Key employees, including executive officers may be granted incentive stock options, pursuant to the Company's Stock Incentive Plan and based upon a review of the Company's performance. Such stock based awards will continue to be an important element of the executive compensation package because they aid in the objective of aligning the officers' interests with those of the stockholders by giving the officers a direct stake in the performance of the Company. Options totaling 303,810 shares were granted in 1996. -19 -
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Bonuses may be awarded to executive officers and other employees for their performance. The Committee determines the appropriate level of bonuses based upon the Committee's assessment of each person's contributions to the Company's success in terms of income and use of cash, corporate management and increase in shareholder value. With respect to corporate management objectives, objectives included obtaining of projected financings, resumption of production at Kingsville Dome, acquisition of a mineral lease on the Alta Mesa properties, reduction of unfunded reclamation liabilities, utilization of the matched sale quota, completion of 1996 exploration activities, achievement of budgeted production at budgeted costs, progress in obtaining New Mexico environmental permits, achievement of budgeted overhead reductions, and progress in resolving various legal issues. March 26, 1997 MEMBERS OF THE COMPENSATION COMMITTEE Leland O. Erdahl George R. Ireland James B. Tompkins STOCK PRICE PERFORMANCE GRAPH The following graph compares the performance of the Company's Common Stock to the CRSP Total Return Index for The Nasdaq Stock Market (U.S. Companies) and to a self-determined peer group comprised of United States Energy Corp. and Rio Algom Mines, Ltd. for the Company's last five fiscal years. The graph assumes that the value of an investment in the Company's Common Stock and each index was $100 at December 31, 1991, and that all dividends were reinvested. -20 -
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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* 1991-1996 [Enlarge/Download Table] Total Returns Index For: 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 -------- -------- -------- -------- -------- -------- Nasdaq Stock Market (U.S. Companies) (a) 100.0 116.4 133.6 130.6 184.7 227.2 Self-Determined Peer Group (b)(c) 100.0 98.3 125.8 142.3 144.8 185.1 Uranium Resources, Inc. (c) 100.0 136.8 152.6 257.1 195.8 284.1 *Total return assumes reinvestment of dividends. [GRAPH] -21 -
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(a) Source: National Association of Securities Dealers, Inc. All dividends are reinvested on the ex-dividend date. The CRSP Total Return Index includes all domestic common shares traded on the NASDAQ National Market and the NASDAQ Small-Cap Market. (b) Comprised of United States Energy Corp. and Rio Algom Mines, Ltd. (c) Source: The Center for Research in Security Prices (affiliated with the University of Chicago Graduate School of Business). All dividends are reinvested on ex-dividend date. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS LOAN FROM THE LINDNER GROUP In June 1996, the Company received $4,000,000 in proceeds from a one-year note entered into with the Lindner Dividend Fund. The terms of the note provided for the payment of both principal and accrued interest by June 1997. Interest on the note accrued at a rate of 6.5% per annum. The Company used these proceeds to acquire the mineral lease on the Alta Mesa Property in South Texas. The Company repaid the note in full in January 1997. SECTION 16 REPORTING Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC and the National Association of Securities Dealers, Inc. Officers, directors, and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) filings. Based solely on its review of copies of such forms received by it and written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that, during the year ended December 31, 1996, its officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements. -22 -
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PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN, LLP AS AUDITORS (PROPOSAL 2 ON PROXY CARD) The Board of Directors voted to engage Arthur Andersen, LLP as independent accountants to audit the accounts and financial statements of the Company for the fiscal year ending December 31, 1997, and directed that such engagement be submitted to the stockholders of the Company for ratification. In recommending ratification by the stockholders of such engagement, the Board of Directors is acting upon the recommendation of the Audit Committee, which has satisfied itself as to the firm's professional competence and standing. Although ratification by stockholders of the engagement of Arthur Andersen, LLP is not required by Delaware corporate law or the Company's Restated Certificate of Incorporation or Bylaws, management feels a decision of this nature should be made with the consideration of the Company's stockholders. If stockholder approval is not received, management will reconsider the engagement. It is expected that one or more representatives of Arthur Andersen, LLP will be present at the Meeting and will be given the opportunity to make a statement if they so desire. It also is expected that the representatives will be available to respond to appropriate questions from the stockholders. BOARD OF DIRECTORS' RECOMMENDATIONS; VOTE REQUIRED The Board of Directors unanimously recommends a vote (i) FOR the election as director of each of the nominees named in the proxy and (ii) FOR the ratification of the appointment of Arthur Andersen, LLP as independent auditors. The affirmative vote of the holders of (i) a plurality of the votes of the outstanding shares of Common Stock present at the Meeting, either in person or represented by proxy, is required to elect each nominee as a director and (ii) a majority of the outstanding shares of Common Stock present at the Meeting, either in person or represented by proxy, is required to ratify the appointment of Arthur Andersen, LLP. -23 -
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COST AND METHOD OF PROXY SOLICITATION The accompanying Proxy is being solicited on behalf of the Board of Directors of the Company. All expenses for soliciting Proxies, including the expense of preparing, printing and mailing the form of Proxy and the material used in the solicitation thereof, will be borne by the Company. In addition to the use of the mails, Proxies may be solicited by personal interview, telephone and facsimile by directors and regular officers and employees of the Company. Such persons will receive no additional compensation for such services. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and the Company may reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith. ANNUAL REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS You are referred to the Company's annual report, including consolidated financial statements, for the year ended December 31, 1996, enclosed herewith for your information. The annual report is not incorporated in this Proxy Statement and is not to be considered part of the soliciting material. DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING Any proposals that stockholders of the Company desire to have presented at the 1998 Annual Meeting of Stockholders must be received by the Company at its principal executive offices no later than March 1, 1998. UNDERTAKING TO PROVIDE DOCUMENTS THE COMPANY WILL PROVIDE TO EACH PERSON TO WHOM A COPY OF THIS PROXY STATEMENT IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON AND WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND UPON THE PAYMENT OF A REASONABLE FEE WHICH SHALL BE LIMITED TO THE COMPANY'S REASONABLE EXPENSES, A COPY OF ANY EXHIBIT TO SUCH ANNUAL REPORT ON FORM 10-K. WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THOMAS H. EHRLICH, URANIUM RESOURCES, INC., 12750 MERIT DRIVE, SUITE 1020, LB 12, DALLAS, TEXAS 75251, (972) 387-7777. -24 -
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MISCELLANEOUS The Board of Directors is not aware of any matter, other than the matters described above, to be presented for action at the Meeting. However, if any other business properly comes before the Meeting, the person or persons named in the enclosed form of proxy will vote the proxy in accordance with his or their best judgment on such matters. DALLAS, TEXAS March 26, 1997 -25 -
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URANIUM RESOURCES, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS To be Held on May 1, 1997 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Uranium Resources, Inc. (the "Company") hereby constitutes and appoints Paul K. Willmott, George R. Ireland, James B. Tompkins and Leland O. Erdahl, or any of them acting singly, each with the power of substitution as attorneys and proxies to vote all of the shares which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held in the Alamo Room of the Landmark Club, 12740 Merit Drive, Dallas, Texas, 75251 on Thursday, May 1, 1997, at 9:00 a.m., local time, and at any and all adjournments thereof, with the same force and effect as if the undersigned were personally present, and the undersigned hereby instructs the above- named Attorneys and Proxies to vote as follows: 1. ELECTION OF DIRECTORS. The following four persons have been nominated to serve on the Company's Board of Directors: Paul K. Willmott, George R. Ireland, James B. Tompkins and Leland O. Erdahl. [ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for all nominees listed above (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE INDIVIDUAL NOMINEES, WRITE THE NAME OF EACH SUCH NOMINEE IN THE SPACE PROVIDED BELOW.) Withhold authority to vote for any individual nominee___________________ 2. RATIFICATION OF ARTHUR ANDERSEN LLP. Proposal to ratify the selection of Arthur Andersen, LLP, independent accountants, as the independent auditors of the Company for the fiscal year ending December 31, 1997: [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. OTHER BUSINESS. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment of adjournments thereof.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1 AND FOR PROPOSAL 2. DATED:____________________________, 1997 ________________________________________ (Signature) ________________________________________ (Signature) NOTE: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. When signing as attorney, executor, administrator, personal representative, trustee or guardian, please give your full title as such. For a corporation or a partnership, please sign in the full corporate name by the President or other authorized officer or the full partnership name by an authorized person, as the case may be. (Please mark, sign, date, and return this proxy in the enclosed envelope.)

Dates Referenced Herein   and   Documents Incorporated by Reference

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3/1/9826
12/31/9722810-K
For Period End:5/1/97228
4/1/971213
Filed on:3/31/9731210-K405,  10-Q
3/26/97227
3/20/9724
2/28/97420
2/22/9717
12/31/96152610-K405,  10-K405/A
7/31/9617
4/19/9615DEF 14A
12/31/951610-K,  10-K/A
12/19/9518DEF 14A
9/25/959
8/28/9511
7/31/95917
7/12/9511
5/25/9510118-K
4/12/959
2/24/9513
12/31/941610-K/A
7/31/9417
7/11/9410
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