0001144204-15-066989.txt : 20151119 0001144204-15-066989.hdr.sgml : 20151119 20151119163629 ACCESSION NUMBER: 0001144204-15-066989 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20151119 DATE AS OF CHANGE: 20151119 GROUP MEMBERS: RCA V GP LTD. GROUP MEMBERS: RCF MANAGEMENT L.L.C. GROUP MEMBERS: RESOURCE CAPITAL ASSOCIATES V L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40754 FILM NUMBER: 151244026 BUSINESS ADDRESS: STREET 1: 6950 S. POTOMAC STREET STREET 2: SUITE 300 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (303) 531-0470 MAIL ADDRESS: STREET 1: 6950 S. POTOMAC STREET STREET 2: SUITE 300 CITY: CENTENNIAL STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Resource Capital Fund V L.P. CENTRAL INDEX KEY: 0001465397 IRS NUMBER: 980622443 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720.946.1444 MAIL ADDRESS: STREET 1: 1400 SIXTEENTH STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Resource Capital Fund V, L.P. DATE OF NAME CHANGE: 20090602 SC 13D/A 1 v425046_sc13d-a.htm SC 13D/A

 

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)

 

URANIUM RESOURCES, INC.

(Name of Issuer)

 

Common Stock, $0.001 Par Value

(Title of Class of Securities)

 

916901507

(CUSIP Number)

 

Catherine J. Boggs
Resource Capital Funds
1400 Sixteenth Street, Suite 200
Denver, CO 80202
United States of America
(720) 946-1444

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 9, 2015

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Resource Capital Fund V L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨

PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

10,531,146

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

10,531,146

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,531,146

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.6%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

 2 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Resource Capital Associates V L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨

PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

10,531,146

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

10,531,146

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,531,146

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.6%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 3 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

RCA V GP Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨

PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

10,531,146

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

10,531,146

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,531,146

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.6%

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO, HC

 

 4 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

RCF Management L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨

PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

706,385

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

706,385

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

706,385

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4%

14

TYPE OF REPORTING PERSON (See Instructions)

OO

 

 5 

 

 

Item 1. Security and Issuer

 

This Amendment No. 6 to the statement on Schedule 13D amends and supplements Amendment No. 5 filed by the Reporting Persons on May 7, 2014, Amendment No. 4 filed by the Reporting Persons on February 7, 2014, Amendment No. 3 filed by the Reporting Persons on March 8, 2013, Amendment No. 2 filed by the Reporting Persons on January 4, 2013, Amendment No. 1 filed by the Reporting Persons on September 13, 2012 and the statement on Schedule 13D filed by the Reporting Persons on March 19, 2012, and relates to the acquisition of beneficial ownership of Common Stock, $0.001 par value per share (the “Common Stock”) of Uranium Resources, Inc. (the “Company”), whose principal executive office is located at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

 

Item 2. Identity and Background

 

The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

 

a.Resource Capital Fund V L.P. (“RCF V”), a Cayman Islands exempt limited partnership, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal business of RCF V is investments.
b.Resource Capital Associates V L.P. (“Associates V”), a Cayman Islands exempt limited partnership, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. Associates V is the general partner of RCF V. The principal business of Associates V is to act as the general partner of RCF V.
c.RCA V GP Ltd. (“RCA V”), a Cayman Islands exempt company, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. RCA V is the general partner of Associates V. The principal business of RCA V is to act as the general partner of Associates V.
d.RCF Management, L.L.C. (“RCFM”), a Delaware limited liability company, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal business of RCFM is to act as investment advisor to the Resource Capital Funds, including RCF V.

 

The sole members of RCA V and of RCFM are Messrs. Ryan T. Bennett, Ross R. Bhappu, Russ Cranswick, James McClements, Henderson G. Tuten and Ms. Sherri Croasdale (collectively, the “Principals”). The business of RCA V is directed by the officers of RCA V. The Principals serve as executive officers of RCA V. The business of RCFM is directed by the members of RCFM. The business address of each of Messrs. Bennett, Bhappu, Cranswick, McClements, Tuten and Ms. Croasdale is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal occupation of Messrs. Bennett, Bhappu, Cranswick, McClements, Tuten and Ms. Croasdale is serving as senior executives of the Resource Capital Funds which include RCF V.

 

RCF V and Associates V are each Cayman Islands exempt limited partnerships.

 

RCA V is a Cayman Islands exempt company.

 

RCFM is a Delaware limited liability company.

 

Messrs. Bennett, Bhappu, Tuten and Ms. Croasdale are citizens of the United States. Mr. Cranswick is a citizen of Canada. Mr. McClements is a citizen of Australia.

 

During the last five years, none of the Reporting Persons nor any Principal has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any Principal has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person or Principal subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 6 

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

The Company entered into a Loan Agreement on November 13, 2014 with RCF V that provided that, following stockholder approval, amounts borrowed thereunder would be convertible into, and interest and fees payable under the Loan Agreement would be payable in the form of, shares of the Company’s Common Stock. Shareholder approval was obtained on January 29, 2014. $5.0 million had been advanced by the reporting persons to the Company, and an additional $3.0 million was advanced on April 29, 2014. At a conversion price of $2.60 per share (which is subject to adjustment in certain instances), the $8.0 million of currently outstanding indebtedness is convertible into 3,076,923 shares of the Company’s Common Stock. None of the debt has been converted. In addition, interest payments and commitment fees under the Loan Agreement due for the quarter ended March 31, 2014 were paid in the form of 45,737 shares of Common Stock, which shares were issued on April 10, 2014. Subsequently, for the quarters ended June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015, RCF V elected to have interest and commitment fees on the loan payable in the form of shares of the Company’s Common Stock, and an aggregate of 776,065 shares were issued in lieu of interest payments and commitment fees for these quarters. The Loan Agreement was amended on April 29, 2014 to provide that no further amounts may be borrowed thereunder.

 

In addition, on August 11, 2015, the Company entered into a Management Support Agreement (“Support Agreement”) with RCFM providing that RCFM would provide certain consulting services to the Company in connection with the acquisition and financing of a proposed project. Under the Support Agreement, amounts would become payable to RCFM upon reaching certain milestones in the project and the amounts are payable in cash or shares of Company Common Stock at the option of the Company. The first such milestone, the closing of the acquisition, has been reached and the Company has elected to make the required payment of $500,000 in shares of Company Common Stock, valued at 90% of the trading price of the Company’s Common Stock over a specified period. The number of shares issued on November 9, 2015 was 706,385.

 

Item 4. Purpose of Transaction

 

The beneficial ownership that is the subject of this Schedule 13D was acquired for the purpose of investment. Shares of Company Common Stock acquired include (i) 843,020 shares received by RCF V in payment of interest and commitment fees under the Loan Agreement, (ii) 117,188 shares received by RCF V as payment of a $300,000 establishment fee incurred by the Company in connection with the Loan Agreement, and (iii) 706,385 shares received by RCFM as payment of consulting fees under the Support Agreement. In addition, 3,076,923 shares of Company Common Stock are considered beneficially owned by RCF V under Section 13d-3 of the Securities Exchange Act of 1934, as amended, because the shares are purchasable at any time upon the conversion by RCF V of $8.0 million of indebtedness currently outstanding under the Loan Agreement. As a result, at November 9, 2015, the Reporting Persons own a total of 8,160,608 shares of the Common Stock of the Company (representing ownership of approximately 16.1% of the Company’s currently outstanding voting stock) and have beneficial ownership of an additional 3,076,923 shares of Common Stock that could become voting stock if RCF V elects to purchase the shares through conversion of outstanding indebtedness. Together, the 11,237,531 shares give the Reporting Persons a 20.9% beneficial ownership in the Company.

 

No further borrowings are available under the Loan, but the Reporting Persons can elect to require the Company to pay all future interest and fees under the Loan Agreement in shares of Common Stock. If all interest owed under the Credit Agreement were paid in shares of Common Stock, beneficial ownership of the Reporting Persons would increase by up to 1,298,701 shares of Common Stock (which assumes a valuation of $0.77 per share), giving beneficial ownership of up to 22.7%.

 

The Reporting Persons intend to continue to evaluate the Company’s business affairs, financial position and prospects, as well as conditions in the securities markets and the economy generally. Based on that continuing evaluation, the Reporting Persons will take such action as they deem appropriate, including, but not limited to (i) engaging in communications with the management, board of directors and/or other shareholders of the Company concerning the operations and management of the Company and other matters and (ii) proposing additional transactions with the Company, including transactions that could result in a change of control of the Company.

 

 7 

 

 

Except as described in this Schedule, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right to acquire or dispose of the securities of the Company or to formulate other purposes, plans or proposals regarding the Company or its securities to the extent deemed advisable in light of general investment policies, market conditions and other factors.

 

Item 5. Interest in Securities of the Issuer

 

As of November 9, 2015, RCF V beneficially owns 10,531,146 shares of Common Stock of the Company. Based on the foregoing and assuming 50,755,790 issued and outstanding shares of Common Stock of the Company (based on disclosure made by the Company in its Form 10-Q dated November 10, 2015), RCF V may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 19.6% of the issued and outstanding Common Stock of the Company.

 

As of November 9, 2015, Associates V may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 19.6% of the issued and outstanding Common Stock of the Company.

 

As of November 9, 2015, RCA V may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 19.6% of the issued and outstanding Common Stock of the Company.

 

As of November 9, 2015, RCFM beneficially owns 706,385 shares of Company Common Stock, and may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 1.4% of the issued and outstanding Common Stock of the Company.

 

Except as described above and in Item 6, none of the Reporting Persons has effected any additional transactions with respect to the Common Stock of the Company during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

RCF V and the Company are party to (i) a Stockholders’ Agreement, dated as of March 1, 2012, (ii) a Registration Rights Agreement dated as of March 1, 2012 and (iii) a Loan Agreement, dated as of November 13, 2013. In addition, RCFM is party to a Management Support Agreement dated August 11, 2015.

 

Pursuant to the Stockholders’ Agreement (the “Stockholders’ Agreement”), at all times that RCF V or any of its affiliates (the “RCF Parties”) owns shares of Common Stock of the Company which in the aggregate exceed five percent (5%) of all issued and outstanding shares of Common Stock of the Company, (x) the Company’s Board of Directors (the “Board”) agrees to nominate or appoint one (1) qualified individual identified by the RCF Parties to serve on the Board, and (y) the RCF Parties may designate an observer to attend all meetings of the Board. This board nomination right was amended in a Bridge Loan Agreement dated December 17, 2012, in which the Company agreed that so long as the RCF Parties hold shares which in the aggregate on a partially diluted basis exceed twenty-five percent (25%) of all shares issued and outstanding, the RCF Parties will be entitled to nominate a total of two (2) qualified individuals to serve on the Board of Directors of the Company.

 

Pursuant to these arrangements, Mr. Mark Wheatley became a director of the Company in January 2013 and Mr. Tracy A. Stevenson became a director of the Company in December 2013. Mr. Wheatley and Mr. Stevenson were nominated by the RCF Parties, but are not affiliates of the RCF Parties.

 

In addition, under the Stockholders’ Agreement, so long as any of the RCF Parties owns or holds shares of Common Stock of the Company, the RCF Parties have the right to participate in any sale or placement of any Common Stock, warrants to acquire Common Stock, or other equity interests (an “Equity Financing”) of the Company on a pro rata basis at the same price and on the same terms and conditions as offered to other investors in the Equity Financing. Under the Stockholders’ Agreement, the board of directors and management of the Company is to consult with representatives of the RCF Parties in determining the business, operations and management of the Company.

 

 8 

 

 

Pursuant to the Registration Rights Agreement, the Company is obligated to include all shares received in connection with the Loan Agreement in a resale registration statement filed with the Securities and Exchange Commission. Such registration shall be at the expense of the Company. On April 30, 2014, the Company filed a registration statement with the Securities and Exchange Commission registering 4,361,066 shares for resale on behalf of RCF V, which includes (i) 184,143 shares currently issued and outstanding, (ii) 3,076,923 shares issuable on conversion of outstanding convertible debt, and (iii) 1,100,000 shares which may be issued in the future in respect of interest and fees under the Loan Agreement.

 

Pursuant to the Management Support Agreement, RCFM is to provide services to the Company in connection with acquisition and financing of a project. Three payments of $500,000 become due in the event certain milestones are completed on the project. The first such milestone, the completion of the acquisition, was completed on November 9, 2015, and the Company elected to pay the $500,000 fee in 706,385 shares of Company Common Stock.

 

Item 7. Material to Be Filed as Exhibits

 

10.1 Stockholders’ Agreement, dated as of March 1, 2012, by and between Uranium Resources, Inc. and Resource Capital Fund V L.P. – Incorporated by reference to Exhibit 10.3 to the Schedule 13D filed by the Reporting Persons on March 19, 2012.  
   
10.2 Registration Rights Agreement, dated as of March 1, 2012, by and between Uranium Resources, Inc. and Resource Capital Fund V L.P. – Incorporated by reference to Exhibit 10.4 to the Schedule 13D filed by the Reporting Persons on March 19, 2012.  
   
10.3 Loan Agreement dated as November 13, 2013 between Resource Capital Fund V L.P. and Uranium Resources, Inc. and its subsidiaries – Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on November 19, 2013.  
   
10.4 Amendment No. 1 to Loan Agreement, dated April 29, 2014, among Uranium Resources, Inc., those subsidiaries of Uranium Resources, Inc. from time to time party thereto, and Resource Capital Fund V L.P. – Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on April 30, 2014.
   
10.5 Management Support Agreement, dated August 11, 2015 between Uranium Resources, Inc. and RCF Management L.L.C.*
   
99.1 Joint Filing Agreement, dated as of November 17, 2015.*
   
* Filed herewith

 

 9 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

November 17, 2015

 

  RCA V GP LTD.
   
   
  By:  /s/ Catherine J. Boggs
    Name: Catherine J. Boggs
    Title: Vice President and General Counsel
   
   
  RESOURCE CAPITAL ASSOCIATES V L.P.
   
   
  By: RCA V GP Ltd., its General Partner
     
  By:  /s/ Catherine J. Boggs
    Name: Catherine J. Boggs
    Title: Vice President and General Counsel
   
   
  RESOURCE CAPITAL FUND V L.P.
   
   
  By: Resource Capital Associates V L.P., its General Partner
     
  By: RCA V GP Ltd., its General Partner
     
  By:  /s/ Catherine J. Boggs
    Name: Catherine J. Boggs
    Title: Vice President and General Counsel
       
       
  RCF MANAGEMENT L.L.C.
   
   
  By:  /s/ Catherine J. Boggs
    Name: Catherine J. Boggs
    Title: Vice President and General Counsel
       

 

 

 10 

 

EX-10.5 2 v425046_ex10-5.htm EXHIBIT 10.5

 

Exhibit 10.5

 

Management Support Agreement

 

This Management Support Agreement (this Agreement) is entered into this 11th day of August, 2015 by and between

 

RCF Management L.L.C. (RCFM), a Delaware limited liability company with an office at 1400 Sixteenth Street, Suite 200, Denver, CO 80202;

 

and

 

Uranium Resources Inc. (URI), a Delaware corporation with an office at 6950 South Potomac Street, Suite 300, Centennial, CO 80112.

 

Recitals

 

Whereas, the Parties agree that it would be beneficial for RCFM to utilize its experience and knowledge in mining and management to assist URI with the development of the Temrezli project;

 

And whereas, the Parties wish to set forth the terms under which RCFM will provide such support services and guidance to URI.

 

Now therefore, the Parties hereby agree as follows:

 

1. Scope of Work. RCFM will provide guidance to URI on the development of the Temrezli ISR Project, Turkey, from time to time, as URI requires. The services provided by RCFM will only include the following, unless otherwise agreed to in writing by the Parties:

 

a.Audit of drill database and resource model;

 

b.Review of mining and processing plans, operations and systems;

 

c.Detailed financial modeling using stochastic analysis;

 

d.Review of legal, regulatory and political due diligence;

 

e.Review of environmental, social and governance due diligence, management strategy and systems; and

 

f.Advice and guidance as needed securing Project Financing.

 

RCFM shall devote such time and efforts reasonably necessary or appropriate to perform the Services as reasonably requested by URI from time to time, provided that no minimum number of hours is required to be devoted by RCFM on a weekly, monthly, annual or other basis.

 

 1 

 

 

2. Consideration. URI will compensate RCFM for the Services with three payments of US$500,000 each, upon completion of the following milestones (each an “Issuance Date”):

 

a.Closing the AEK Transaction

 

b.Completion of a Board Approved study suitable to initiate construction on the Temrezli Project, Turkey

 

c.Completion of Project Financing for the Temrezli Project, Turkey

 

The payments to RCFM will be made in cash or shares of URI common stock, in URI’s sole discretion.  The numbers of shares of URI common stock to be issued will be calculated by dividing the payment amount of $500,000 by 90% of the average of the volume weighted average prices (“VWAP”) during the 20 consecutive trading days ending on the trading day immediately prior to the applicable Issuance Date.

 

3. Confidentiality. This Agreement is confidential and subject to the Confidentiality Agreement between the parties, dated August 26, 2014, which continues in full force and effect. Additionally, it is anticipated that during the course of providing Services, either Party may discover or learn Confidential Information about the other Party. Therefore, for the purposes of this Agreement and the Services contemplated herein, “Confidential Information” shall include, without limitation, any and all data, information, documents and materials relating to or pertaining to either Party, or the Services, such as: (1) any proprietary information or trade secrets; (2) any scientific, technical, geological, business, or financial information; (3) any marketing information, business development information, prospect information, or marketing analysis or plans; (4) any customer information, lists, contacts, or needs; (5) any contracts, agreements, or leases; (6) any discoveries, inventions, research, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, projects, or plans; (7) any proposals, strategies, concepts, analyses, surveys, ideas, research, data, databases, reports, manuals, manuscripts, articles, or records; and (8) any other business or corporate plans, projections, models, data, budgets, reports or documents related to the business of either Party.

 

Confidential Information excludes information and material which: (a) was known by a Party prior to disclosure or discovery; (b) is or becomes generally available to the public through no breach of this Agreement; (c) to the extent required by law or regulation or applicable stock exchange rules.

 

 2 

 

 

Any advice or opinions provided by RCFM to URI many not be disclosed or referred to publicly or to any third party (other than to URI’s legal, tax, financial or other advisers), except in accordance with RCFM’s prior written consent.

 

Notwithstanding prior termination of this Agreement, this Section shall survive for 2 years from the date of this Agreement. The parties hereto agree that money damages would not be an adequate remedy for any breach of this Section. Therefore, in the event of a breach or threatened breach of this Section, the non-breaching party will be entitled to injunctive relief, in addition to other rights and remedies existing in its favor at law or in equity in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

 

4. Press Releases. All press releases or other public communications of any sort relating to this Agreement or the Services and the method of the release for publication thereof shall be subject to the prior written approval of each party. Without the written consent of the other party, neither party will make any public statement or other communication or otherwise disclose the existence of this Agreement or any of its terms, conditions or other aspects.

 

5. Liability & Indemnification. URI agrees to indemnify, exonerate and hold RCFM and each of its respective officers, directors, employees, or agents (the Indemnified Parties) free and harmless from any and all actions, causes of action, suits, claims, liabilities, losses, damages, claims, costs and expenses (including any expense relating to enforcement of rights and obligations hereunder and reasonable attorneys’ fees and expenses incurred in connection with the investigation, settlement and/or defense thereof, including in respect of third party claims), awards or settlements suffered or incurred by an Indemnified Party. For the avoidance of doubt, such indemnification shall not be deemed to include any diminution in value of the investment by RCFM’s affiliated investment funds, directly or indirectly, in the Company, and such indemnification shall apply after the date of this Agreement and arising out of, resulting from, or relating:

 

a.This Agreement or the Services provided hereunder; or

 

b.Any advice or other services provided by RCFM to URI after or on the date hereof,

 

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Provided that:

 

c.URI will only be required to indemnify, exonerate and hold such Indemnified Party free and harmless from such Losses to the extent that such Losses are attributable to the actions or omissions of URI; and

 

d.The indemnity in this Clause---- shall not be available to the extent that:

 

i.Any such Losses are incurred as a result of such Indemnified Party’s recklessness, willful misconduct or gross negligence; or

 

ii.Indemnification for any such Losses would violate any applicable law or regulation, in each case, as determined by a ruling of a court of competent jurisdiction.

 

In any action, suit or proceeding against any Indemnified Party relating to or arising out of, or alleged to relate to or to arise out of, any such action or non-action, the Indemnified Party shall have the right jointly to employ, at the expense of URI, counsel of the Indemnified Party’s choice, which counsel shall be reasonably satisfactory to URI, in such action, suit or proceeding.

 

The indemnification rights contained in this Agreement shall be cumulative and in addition to any and all other rights, remedies and recourse to which an Indemnified Party, its heirs, successors, assignees and administrators are entitled. The indemnification provided in this Agreement will inure to the benefit of the heirs, successors, assignees and administrators of each of the Indemnified Parties. The Indemnified Parties must take all reasonable steps, and not omit to take all reasonable steps, to mitigate any Loss that may give rise to a claim for which they are indemnified under this Section.

 

RCFM makes no representations or warranties, express or implied, in respect of any of the Services to be rendered by it hereunder. In no event shall any Indemnified Party be liable to any member of URI for any act, alleged act, omission or alleged omission that does not constituted recklessness, fraud, gross negligence or willful misconduct of such Indemnified party as determined by a final, non-appealable determination of a court of competent jurisdiction.

 

In no event will any Indemnified Party be liable to URI or to any of its respective officers, directors, employees, agents or subcontractors for any indirect, special, incidental, punitive or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to the Services to be provided hereunder.

 

URI acknowledges and agrees that no Indemnified Party shall be liable to URI for breach of any duty (contractual or otherwise) by reason of any such activities.

 

In the event that any Indemnified Party acquires knowledge of a potential transaction or matter that may be a corporate opportunity for URI on the one hand, and any Indemnified Party, on the other hand, no Indemnified Party shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to URI and, notwithstanding any provision hereunder, no Indemnified Party shall be liable to URI for breach of any duty (contractual or otherwise) by reason of the fact that any Indemnified Party directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person or entity, or does not present such opportunity to URI, except where any such opportunity arises in the course of carrying out the Services.

 

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Each Indemnified Party must not disclose or use any Confidential Information in connection with any business activities, potential transactions or corporate opportunities, whether such business, transaction or opportunity is acquired for itself or is directed to another person.

 

6. Representations and Warranties. Each Party represents and warrants to the other that each of the following statements are correct and not misleading in any material respect on the date of execution of this Agreement:

 

a.It has full power and authority to enter into this Agreement and to perform its obligations hereunder;

 

b.This Agreement constitutes its legal, valid, and binding obligations and is enforceable in accordance with its terms; and

 

c.This Agreement does not conflict with or result in a breach of any obligation (including any statutory, contractual, or fiduciary obligation) or constitute or result in any default under any provision of its constitution or any material provision of any agreement, deed, writ, order, injunction, judgement, law rule or regulation to which it is a party or is subject or by which it is bound.

 

7. Independent Contractor Status. The Parties acknowledge and agree that, in providing Services to URI, RCFM will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right to ability to contract for or on behalf of any other party or to effect any transaction for the account of any other party. URI acknowledges that RCFM’s services are not exclusive to URI and that RCFM may render similar services to any other person or entity, including a competitor of URI or any of its affiliates. For the avoidance of doubt, RCFM must not directly or indirectly disclose or use URI’s Confidential Information in connection with the provision of such services. URI’s engagement of RCFM to provide services is not exclusive.

 

8. Term and Termination. This Agreement shall be taken to have commenced on the Effective Date (notwithstanding the date of execution of this Agreement) and remain in effect until the first of the following to occur:

 

a.Upon 7 days written notification from RCFM to URI;

 

b.That final Issuance Date as identified in paragraph 2 above; or

 

c.The parties mutually agreeing in writing to terminate this Agreement.

 

(hereinafter referred to as the Term)

 

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9. Notices.

 

Any notice or other communication to be given under this Agreement must be in writing (which includes fax) and may be delivered or sent by post or fax to the party to be served as follows:

 

  To RCFM at:  
  Address: 1400 Sixteenth Street
  Suite 200  
  Denver, CO  80202  
  Fax Number: (720) 946-1450
  For the Attention: Catherine J. Boggs, General Counsel
     
  To URI at:  
  Address: 6950 South Potomac Street
  Suite 300  
  Centennial, CO 80111  
  Fax Number: (303) 531-0519
  For the Attention: Christopher M. Jones, President and CEO

 

Or at any such other address or fax number notified for this purpose to the other parties under this Section. Any notice or other communication is deemed to have been given:

 

a.If hand delivered, on the date of delivery; or

 

b.If sent by post, on the third day after it was put into the post (for post within the same country) or on the fifth day after it was put into the post (for post sent from one country to another); or

 

c.If sent by fax, at the time shown in the transmission report as being the time at which the whole fax was sent;

 

d.But if the notice or other communication would otherwise be taken to be received after 5:00 pm or on a Saturday, Sunday or public holiday in the place of receipt then the notice or communication is taken to be received at 9:00 am on the next day that is not a Saturday, Sunday or public holiday in the place of receipt.

 

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In proving service of a notice or other communication, it is sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted either by prepaid post or by prepaid airmail, or that the fax was properly addressed and transmitted, as the case may be.

 

10. Miscellaneous.

 

a.Waiver. The failure of a party to insist upon the strict performance of any term of the Agreement, or to exercise any right or remedy contained in the Agreement, will not be a waiver or a relinquishment by that party for the future of that term, right, or remedy.

 

b.Severability. If any term of this Agreement is determined to be invalid or unenforceable, in whole or in part, the invalidity or unenforceability will attach only to that term or part term, and the remaining part of the term and all other terms of the Agreement will continue in force and effect.

 

c.Further Action. The parties agree to execute and deliver all documents, provide all information and take or refrain from taking such action as may be necessary or appropriate to achieve the purposes of this Agreement.

 

d.Modification. The Agreement is the entire agreement between the parties and supersedes any prior agreement relating to the Services to be provided. There are no representations or warranties, express or implied, statutory or otherwise, and no agreements collateral to the Agreement, other than as expressly set out or referred to in the Agreement. This Agreement may be amended or supplemented only by a written agreement signed by each party.

 

e.Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, understandings and agreements, verbal or written, with respect to any matters referred to in this Agreement except as specifically set out in this Agreement.

 

f.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement.

 

11. Governing Law & Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law provisions. If any dispute arises between the parties with respect to this Agreement or the rights and obligations or performance by either party hereunder, (i) the parties shall first attempt to resolve such dispute by good faith negotiations, and (ii) if such negotiations have continued for a period of not less than 14 days and are unsuccessful, at the election of either party by mandatory and binding arbitration in Denver, Colorado in accordance with the rules of the American Arbitration Association.

 

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The parties hereto have each executed this Agreement by their respective duly authorized signing officers.

 

EXECUTED on behalf of RCF Management L.L.C.:  
   
   
Catherine J. Boggs, General Counsel  
Name and Title  
   
   
/s/ Catherine J. Boggs  
Signature of Authorized Signatory  
   
   
   
EXECUTED by Uranium Resources Inc.:  
   
   
Christopher M. Jones, President/CEO  
Name and Title  
   
   
/s/ Christopher M. Jones  
Signature  

 

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EX-99.1 3 v425046_ex99-1.htm EXHIBIT 99.1

 

 

Exhibit 99.1

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This agreement may be included as an exhibit to such joint filing.

 

 

Dated:  November 17, 2015.  
     
RCA V GP LTD.  
     
By: /s/ Catherine J. Boggs  
  Name: Catherine J. Boggs  
  Title: Vice President and General Counsel  
     
RESOURCE CAPITAL ASSOCIATES V L.P.  
     
By:  RCA IV GP LTD., General Partner  
     
By: /s/ Catherine J. Boggs  
  Name: Catherine J. Boggs  
  Title: Vice President and General Counsel  
     
     
RESOURCE CAPITAL FUND V L.P.  
     
By:  Resource Capital Associates V L.P., General Partner  
     
By:  RCA V GP Ltd., General Partner  
     
By: /s/ Catherine J. Boggs  
  Name: Catherine J. Boggs  
  Title: Vice President and General Counsel  
     
     
RCF MANAGEMENT L.L.C.  
     
By: /s/ Catherine J. Boggs  
  Name: Catherine J. Boggs  
  Title: Vice President and General Counsel