Greetings, and welcome to the Uranium Resources, Inc. third quarter update conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Deborah Pawlowski, Investor Relations for Uranium Resources Inc. Thank you, Ms Pawlowski, you may begin.

Thank you Tanya and good afternoon everyone. We appreciate your time today and your interest in Uranium Resources. President and CEO, Don Ewigleben will discuss recent events and the outlook for the company, and he will be joined by Tom Ehrlich; Chief Financial Officer, also on the call with us today are Rick Van Horn, VP of Operations; Mark Pelizza, Senior VP of Environmental Affairs. We will conclude the call with an opportunity for Q&A. If you do not have today’s news release, it can be found on our Web site, at www.uraniumresources.com. As you are aware, we may make some forward-looking statements during the formal presentation and the Q&A portion of this teleconference. Those statements apply the future events and are subject to risks and uncertainties, as well as other factors that could cause the actual results to differ materially from where we are today. These factors are outlined in the news release as well as in documents filed by the company with the Securities and Exchange Commission. You can find those on our web site where we regularly post information about the company as well as on the SEC's web site, sec.gov. So please review our forward-looking statements in conjunction with the precautionary factors. With that, let me turn the call over to Don to begin the discussion.

Thank you Debby, and thank you to all of our listeners today, our shareholders and those in the industry who are observing our activity. We are very pleased to be talking about what has occurred in the third quarter for Uranium Resources and the advancements that have been made on behalf of our shareholders. First and foremost, we have measurable progress on all fronts. We're moving in the direction of achievement on all of our strategic objectives for 2010. As you know, we have recently had a very successful offering. I will talk about that in more detail in a few minutes. Last week, we had an announcement of letter of intent to do a joint venture arrangement for exploration activities in Texas. And we'll speak to that in detail. We are pleased to have settled in the Saenz case, a Texas case that we'll describe a bit more detail. We have made progress on lease advancement in Texas. We made additional progress on the feasibility study that is now under way and will be completed by the end of 2011. We have been advancing our, in our NRC license update activities and we have continued to meet all of our restoration activities in Texas and mostly, we are very pleased with what has been happening on the uranium price. Let me start with the capital raise setting. Within the past two weeks, we have done the second of two capital raise activities in 2010. In this particular quarter, we raised approximately $9 million and we have been describing publicly that we had uses for the June raise. These activities in the third quarter where in addition to our needs for the capital raised in June. This particular capital raise over the past two weeks, proceeds will be used in…

Don, thank you very much. This is Tom Ehrlich. As Don said the Chief Financial Officer for URI. Our financials for the second – I’m sorry the third quarter of 2010 compared to where we were at the end of the second quarter. Our balance sheet remained fairly stable. Our current assets went down by about $800,000 and our current liabilities went up by about $1.4 million. The largest component of that increase in current liabilities was an accrual for the legal settlement that Don had mentioned in the Saenz lawsuit. During the quarter our operations again were fairly stable compared to where they were in the previous quarter with the exception of that same provision that we had for the Saenz lawsuit. Our general and administrative costs went up by about $200,000 again as Don has indicated related to increased activities for personnel, increased activities for consulting work, and items related to the higher activities both in South Texas and in New Mexico. Our cash used in operations was about $1.8 million for the quarter, again the primary reason for that were the restoration activities that are ongoing down in South Texas, at our Kingsville, our Rosita and our Vasquez locations. The general administrative costs that we have incurred during the quarter, our cash used in investing activity was just over 250,000 and that related to increases to our property in South Texas as well as the drilling activity that Don had mentioned that our Section 13 property in the Mexico. As John has mentioned the most significant event that has occurred recently the capital raise we had done. While Don has spoken to the most recent capital raise that was closed last week obviously those numbers do not show up in our financials since we are talking about the September 30 quarter-end and all that activity transpired in November. However we did have a capital raise that was down in June with an over-allotment portion that did occur in July which is reflected in our financials showing about $1.4 million proceeds that came in related to the July closing. Again, the most significant piece of that is our ability to raise capital, the emphasis that our shareholders are showing in us and the ability of us to move forward. Don.

Thank you Tom. Debby, at this point I believe we are ready to take questions.

Tanya.

Thank you. We will now be conducting a question and answer session. (Operator instructions) our first question comes from Randy Muller with Winchester Group. Please proceed with your question.

Yes, the question is how - what is the distance from this new property that you are going to explore jointly with Cameco from your existing processing facilities.

Actually Rudy, there is a number of properties that we have our eye on but I would have to say the most advanced opportunity for us is within 50 miles, a relatively close property from a transport standpoint.

And besides our two processing facilities, who else have drafting facilities in Texas.

There are four that are licensed. One is on the private property of the Jones ranch and run by the Mestena Uranium Company. They have been active on the Jones ranch of course. We have the two facilities Rosita and Kingsville Dome. We also have in the neighborhood Hobson property run by UEC, and they are working diligently to get the property ready to go for their own areas. We are pleased to point out that one of the advantage we have in having to two of the four licensed facilities is that both set up for two separate circuits for operations purposes, so it gives us a great level of accountability and that is a real plus when we talk to the large ranch owners in the area and that they don't particularly care to have commingled resource. So we can offer up not only a separate circuit out of each plant but if need be the side prevails in an exploration play into what we think it might be, we may be able to dedicate an entire plant. So having two there in the local areas are a very significant platform of. Thanks for the question.

Our next question comes from Jack Salzman with Kings Point please proceed with your question.

Thank you. I actually have a number of questions. First is, what would be the earliest that you folks have visioned going back into production.

The earliest would likely be its first-quarter decision. We may be able to move that up in the sense of making the decision by our board to re-enter production at the Texas – south Texas facilities, but we are presently looking for an opportunity in the first quarter dependent on as I mentioned earlier the stability of the short-term and long-term uranium prices.

Okay, is there been any thought to recapitalization or perhaps before we even get to recapitalization? If you want to ramp up production in the future or set whatever strategy that you have in mind, will there be another equity raise as likely be preceding all these of it.

For the first question as to recapitalization, there is no present plan to do so having had two successful finance raises this year. We were presently setting in a position where we will have no need until it is time for the construction decision for Church Rock and Crownpoint. Our conceptual studies have indicated somewhere between $30 million and $50 million to fully construct those properties. We must take it from conceptual study to bankable feasibility study throughout our 2011 year and determine exactly what that price will be and of course some of that is driven by how much is ISR minimal versus those pounds that may need to go conventional mill.

Would you be looking for a partner to help finance that expansion or do you expect to try and tackle those numbers by yourself.

We have said all along that one of our strategic initiatives is to find successful joint-venture relationships not you know like the one that announced for Texas and we would hope that that would be an option for consideration but we are fully prepared to be able to raise the necessary capital to build that project on our own if it comes to that. The matter fact that this is ISR it does not include a significant amount of capital for milling facility allows us to do it on our own but we must always look and see what brings the most value to our shareholders. So we, in a short-term there is a joint-venture partner setting that makes more sense to bring value to shareholders, we will clearly consider it.

I wonder if you could share with us your thoughts about uranium pricing, where did you think it will settle in or do you think prices will continue to go up.

Well, I believe at the moment is that what we are seeing today is a recognition or what is about to occur in an ever increasing uranium price setting. What I mean by that is, we used internally a $50 short-term spot price by year-end 2010. We have obviously attained that. We have used internally a $70 price by year-end 2011 that will tell you that they have some strong belief in their return after uranium price on a spot basis. Part of this is driven by what I mentioned earlier that the HEU agreement that is going to go away will move the secondary supply source that is artificially depressed the price. When we look at the number of facilities under construction worldwide and the number of applications before the NRC in the United States, we have the belief that demand is going to be far greater than the supply in the course of 2012 and 2013 driving the price up considerably higher. Conventional properties in New Mexico will need to have something north of $75 a pound in our estimation. But our feasibility study is going to tell us under various price scenarios, when can we go in and do a conventional property for our existing resource.

Thank you, it was very helpful. One little last quick question from the - can you tell me what is your current burn rate is and the expectations of your burn rate once you start production.

I'm going to let Tom speak to the current burn rate and I will come back to the other one. Tom.

Sure, yes, for the current quarter our burn rate is about $650,000 a month for the July August and September timeframe. Down in terms of production burn rate, you want to handle that?

Well, our production costs per pound in 2008 were fairly high at $47 a pound. In 2009 before we shut down, it was $43 a pound. Those prices are still relatively valid for the particular resource that we had at the time, so if we operated again, we know that our operating costs would be somewhere in the neighborhood of the 40’s and therefore leaving us some rate of return but that is why we are looking for a stabilized price. If you are asking for the specific burn rate increase to reopen, we do not have an internal number. But I can say to you that what we are primarily talking about is a pond refurbishment to give us additional headroom, we mentioned that it has a number of pounds available to us and in fact we believe it will be a cost offset, but we will approximately need about $2 million to restart, we have that available now. That will be recovered from that resource that sits in the pond, and Rick is on the phone. Rick, what number of individuals would you need to bring back to get into production in the first quarter and therefore that can give us a general idea of what additional burn rate might be.

Do you mean for the pond project, or.

For the pond project and for operations.

It is seven.

You need to add seven.

Yes.

So, we are talking some individual salaries overhead etc, but this is a fairly minimal amount to get back into production.

That was very helpful, thank you very much and good luck guys.

Thank you.

(Operator instructions) our next question comes from George Walsh with Gilford Securities. Please proceed with your question.

Don, could you review - you mentioned the June raise of the $25 million and I believe you said you used $19.5 million off that, could you just review the use of proceeds?

Certainly, we have used $19.5 million of the shelf registration that we did in the first part of the year. So that does leave some additional funds there but we, as I mentioned don't have any present plans to bring down anything else on the shelf. But where those proceeds have primarily been used is a combination of things in Texas and New Mexico. For our continuing activities in Texas it’s important to note that we are meeting all of our restoration obligations. That costs us approximately $125,000 a month and that's primarily water pumping. But we must continue to maintain all of our activities in restoration and the significance of that, is that once we prove we can restore, we already have done so, our license in the Mexico allows us to go from the initial year of 1 million pounds per year to 3 million pounds per year. And if you - just let me take a bit of a second to mention why that’s important, this country only produced a little over 3 million pounds last year 2009, so we will be able to double the production. So we are using the proceeds to get to that position. That is the 1.5 million for the feasibility study, $150,000 for the exploration activities that occurred this past quarter, we have spent – or we will spend I should say approximately 1.4 in the Saenz case for those that have asked has that actually been paid we paid it into a trust position with counsel as the lease gets rewritten and then we will pay it to the other side as the lease is rewritten. We have also used funds from those two finance opportunities to conduct activities towards acquisitions and/or other M&A possibilities. We brought in some investment banking support to help us do valuation upon various properties and that will help us in the future make a decision about acquisition opportunities as well as tell us more to our feasibility study about this possibility of the Central mill in New Mexico. I believe that outlines the majority of the issues. Tom did I miss anything?

Let me just clarify one thing. Don you mentioned that we had $19.5 million that was used that includes the June and July raise as well as the initial overnight that we did and closed last week. We also closed the overallotment on Friday of last week which was another $1.4 million. So the total amount that we have used under our shelf is not the $19.5 million but including the $1.4 million exactly it’s $20.9 million.

Thanks for the correction Tom, because that does go into the fourth quarter but it's appropriate for response to the question.

Right.

Don it sounds like - have you reached a phase here where primarily your expenses are now related to development and a lot less is going to litigation and could you quantify that in the way in terms of what litigation type of costs you are looking at going forward?

Well, the only litigation that we have going forward relates to a case in Kleberg County Texas, that we expect to have further discussions towards settlement on here in the near term. It’s a relatively small case regarding an agreement for how many gallons on a regular basis are pumped that I don’t have an estimate, Tom do you have an estimate of what those continuing litigation expenses are because that’s the last of our litigations?

Again, we have incurred fairly substantial legal fees in connection with the Saenz case it was very high profile case. With the Kleberg County case we were not anticipating may be some of you are approaching high-five figures maybe a $100,000 and if this case goes to court as Don said, we are looking to resolve the case short of that but again if we take it to court we are looking at it maybe up to $200,000.

Okay, now litigation I’m trying to include legal challenges the properties your other things that may come up but are we really moving into a phase where you are lot more focused on the settlement of properties, CapEx type of sending, joint ventures etc?

Absolutely. The setting at the beginning of this quarter we had resolved the question of who had jurisdiction for the UIC permit but not the question of continuing litigation on the Indian lands. That has now been decided there will be no additional litigation costs. So its results major matters and it just leaves one minor matter for us to put behind us and we hope to do that in the fourth quarter. At that point you are spending all of your money on two primary activities growth and the continued maintenance of the facilities in Texas which includes restoration.

Okay very good. Thank you Don.

Thank you.

(Operator instructions) our next question comes from David Snow with Energy Equities Inc. Please proceed with the question.

Yes, hi I’m wondering what is a typical joint venture deal if you go into production - the company – senior partner would end up with 80% or what would be left at the end of the day in a deal such as a Texas?

Well David first let me say hello to you. I don’t think we have met yet. I know you followed the company and I appreciate your question.

Thank you.

Having been with the company for about a year plus I can look back at my past history where I have been on the other end where I have always been with the larger multinational and most of the joint-ventures that I have conducted in the past ended in a setting where it was either a 60/40 or a 70/30 split. I would expect that it would be in that range going forward once the joint-venture agreement is put in place. Remember that’s after earn-in periods when the senior has earned their position which typically can take three to five years. We use typically what’s known as Form 5 which is simply the Rocky Mountain Mineral Law Foundation’s basic joint venture agreement. That’s kind of a starting point for any negotiation on a joint venture agreement. It usually results in that 60/40 to 70/30 split at the end of the day. What that does for a junior mining energy such as ours that’s striving to get to a mid-level position. Its inputs – a portion of that risk and of course a portion of that capital on the balance sheet of the other entity but I do need to stress. One of the reasons we are looking for these kinds of settings is, we bring localized talent to that particular area and we would of course in New Mexico as well where the larger entity may not have had a position. Our expertise is what they are looking for and our people on the ground that’s why we have been able to enter into this LOI with Cameco.

Would deal of that type entail the capital – the heavy lifting of the capital spending going into production to be borne entirely by the senior partner or would it be kind of heads up?

Typically you moved from a joint setting where there is cash cost both sides until there is an appropriate earn-in decision maintained by the larger entity and then you settle in that again 60/40, 70/30 range. At this present time, we would have a studying where we would have shared expenses over some of the activities remembering that we are moving forward if we should be able to obtain this lease on our own with or without our joint venture partner but it will be the first of many opportunities to have with Cameco and we would necessarily put down the initial million dollars to start the lease and a million dollar commitment for 2011 activities then those money’s could be recovered through the joint venture at the relative rate that gets worked out. I mentioned this because people have asked us about the use of proceeds. I wanted to make it very clear that is one of the intended use of proceeds from our June capital raise activity.

In the promote here for your expertise that I’m hearing though.

I’m sorry David.

There is not a promote for your expertise that I’m hearing though.

I’m sorry you have to explain that to me. I don’t understand the question.

Well you ought to get a disproportional carry cost-wise in return for your expertise and I would think if the expertise is really worth?

Well, I would have to say to you that because it is still prospective, I could not speak to the details. I could only say to you that we will not enter into an LOI with the companies with a stature such as Cameco unless we felt that it was absolutely beneficial to the shareholders and yes sir, we will be getting the value for the expertise that we as a company bring to the table.

Okay. And I'm just wondering, you say the consolidation is – I think your expression was, underway in New Mexico. You've had some talks, but isn't that about it? Or can you elaborate on?

I would not be in a position to discuss anything specific but what I actually meant was, if I did not say clearly. We set out with the new strategic objective at the beginning of this year when our board approved that said. We will strive to seek consolidation in the district largely driven by this issue up too many smaller entities, who all have the same need for a centralized milling facility. So whether it is going to be a discussion that, multiple parties come together for a joint venture to build a facility or we look at M&A activities to combine assets so that we can bring stronger values to bear and pay for the appropriate costs and capital of a central milling facility, one of those two ultimate scenarios will play out. You are in conversation with anyone and everyone who is in that district who will visit with us about one of those two concepts, a joint-venture relationship, or potential M&A activity that means that some of one plus one is more than two.

I guess Strathmore has a mill already a 60% under preliminary feasibility study is that, kind of high on the list of ones that are advanced or more advanced or the kind of a looking about the same.

I do not have any specific details which regard to where they sit in their plans for their facility. I will simply say to you that they are one of the companies in the district that has significant assets and as a result we have open conversations just as we have with everyone of the down the district asking the same question. How do you intend to deal with significant capital costs for a milling facility? They like everyone else will develop a plan to do it on their own and try to permit it. We would like to see that some of those activities get consolidated in some fashion so that we don't all reinvent the wheel, so to speak as it relates to the permitting and the capital costs necessary to get that central mill going.

Is there some likelihood or possibility of doing the project financing bit based on a mill?

At this stage of the game, we don't have that as a plan because we call our next step will be ISR mining at Church Rock, Crown Point. But within the confines of feasibility study, we will look at every possible scenario for the capital structure for a milling facility.

Okay, thank you very much.

Thanks David.

There are no further questions in queue at this time. I will like to turn the call back over to management for closing comments.

Thank you all for listening, it has been a longer call at this quarter than it has been in prior quarters. We expected that because this has been a very energetic quarter for us. In the first nine months, we are very, very pleased to announce that we have met so many of our objectives in this short period of time. But we have much more work to attend to, we have a senior management team that is second to none in this business and I'm not talking about me. I'm talking about the people that, I joined when I joined this company a year ago and I cannot tell you how happy I am that they have met their objectives and are working towards the strategic plan that we have announced at the beginning of the year. If you have questions on the future, do not hesitate to contact any of the senior managers at the team or key advisers who represent us on all shareholder matters. Thank you, Debby and thank you to the operator for your assistance today.

This concludes today's teleconference; you may disconnect your lines at this time. Thank you for your participation.