Greetings. And welcome to the Uranium Resources Second Quarter 2012 Update. At this time, all participants are in a listen-only mode. A 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. Thank you, Ms. Pawlowski. You may begin.

Thank you, Claudia, and good morning, everyone. We certainly appreciate your time today and your interest in Uranium Resources. On the call with me, I have Don Ewigleben, President and CEO; Tom Ehrlich, Chief Financial Officer; Rick Van Horn, Senior Vice President of Operations and Development; and Mark Pelizza, Senior Vice President of Environment, Safety and Public Affairs. Don will go over the results of the quarter and our focus -- what our focus and strategic initiatives of the company’s as we move forward, and he will then follow with a Q&A opportunity. If you don’t have the release that went out after the market closed yesterday, it can be found on our website at www.uraniumresources.com. As you are aware, we may make some forward-looking statements during the formal presentation and Q&A portion of this teleconference. Those statements apply to future events, which 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 website where we regularly post information about the company, as well as on the SEC's website at sec.gov. So please review our forward-looking statements in conjunction with these precautionary factors. With that, I’d like to turn the call over to Don to begin the discussion. Don?

Thank you, Debby. And thanks to those of you who have joined this morning. We do appreciate it. I’d like to start today with five major areas of our business that I’m going to update and I’ll come back in detail on each of them. First, a short-term uncertainty that remains in this marketplace. We think in a long-term, we will still come back, we will see strong market fundamentals uranium space. Secondly, our recently announced agreement with Navajo Nation is a significant step forward towards the development of our assets in New Mexico and I wanted detail what that means to us. Third, the Neutron acquisition, which is about to close will position us as one of the top U.S. uranium development companies and while it's always important to, say, how big you are, or we could care less how many overall pounds in the ground. It's about getting to production with quality pounds and I’m going to talk about that in detail. Four, we are confident that the $50 million that we need to build Churchrock and Crownpoint will be met. I’ll give you some indication why we are so confident. Fifth, we are progressing our Texas projects as planned. We want to return to production in Texas as well. So I’ll detail some of those thoughts. Let me start with a macro side and look at what we now know to be a difficult soft market. The present market fundamentals with regarding uranium are not strong. Uranium spot price recently dropped below $50 and this week is been hovering around $49 and changed. The soft market is sort of typical for this time of the year, so it wasn’t unexpected. Part of the reason is still the Department of Energy. Their uranium sales are between 5 million…

Sure, Don. Thank you. In terms of our liquidity position, our cash at the end of the quarter ended June 30, 2012 was about $2.8 million. That’s comparable to where we were at the end of 2011, which was again just under $3 million. During the six months of activity, we had -- we used $5.1 million of cash in operations and about $6.4 million of cash investing activities. That breaks down to Q1 and Q2 for operations of about $2.5 million for each of those quarters and for investing activities, we spend about $2 million in the first quarter -- I'm sorry, first quarter of 2012 and about $4.5 million in the second quarter. The increased spending related to our investing activities were primarily related to the increase in the funding of the administrative and development budgets for Neutron. It was $1.1 million in the first quarter and $2.2 million in the second quarter and our increase in additions to property, plant, equipment was just under million dollars in the first quarter and just over $2.2 million in the second quarter. So largest of that being activities related to Section 8 projects in terms of engineering studies and in areas related to permitting on land. During the six months, we raised about $11.4 million in investing activities. That was as a result of the cash infusion from RCF of $10 million in March and we had sales under our ATM program in January of about $1.4 million. We did not raise any capital during the second quarter of this year from either of those activities. Following the end of the quarter, we did venture back into the ATM market. And we raised the just under 2 million, sorry, just under $1.5 million of net proceeds related to ATM sales with BTIG with sales of about 2.66 million shares during the quarter. We believe with the cash on hand, the availability of the $5 million that RCF has committed to us, in connection with the closing of the Neutron transaction and the available funding under the ATM sales, which is about $11.4 million worth of share value, that will have sufficient funding to see us through at least for the next 12 months. Don?

Thanks Tom. It’s time now to turn to questions and supporting the questions will be the officers and the company that have been mentioned before. But I’ll certainly feel the questions and turn to the executives as we go forward. I'll ask the moderator to assist us in the questioning.

(Operator Instructions) We do have a question coming from [Gerald Fay], a private investor. Please state your question. Gerald Fay – Private Investor: Yes, good morning. I have several questions actually, one relating to not so much this immediate agreement with the Navajo Nation as the long-term ability for URI to get access to Section 8 and I understand this is an important agreement with the Navajo Nation and one hasn't been made before. But if the Navajo Nation were to just stand fast on the other sections that apparently are needed, was it 9 and 17 that are needed to get access to Section 8. Does URI have any backup plans to gain access? Is there any other way to gain access to that site?

Gerald, this is Don Ewigleben and the answer is yes. We could certainly do so by virtue of what we have been advised by counsel with regard to our actual legal position. What we're trying to avoid is any shorter litigation. We don't want to be in that mode going forward and we're so pleased to have this initial arrangement that we're confident we can find a way to meet the Navajo Nation's needs which is mostly about cleanup and our needs to be able to function on Section 8. But the short answer is there are alternatives, yes. Gerald Fay – Private Investor: Okay. But if I'm understanding it correctly, those alternatives would involve a litigation with the Navajo Nation?

There would be potential for that litigation… Gerald Fay – Private Investor: Okay, so…

I won't say that’s the only needs, but yes there would be potential for litigation. Gerald Fay – Private Investor: Okay. And so there's no free access -- there's no back road, there's no open highway, there's no other way to get to that short of coming to some sort of an arrangement, be it through litigation on negotiation with the Navajo Nation.

That wouldn't be a total true statement, but suffice it to say that is our strategy. Gerald Fay – Private Investor: Okay.

And our preference. Gerald Fay – Private Investor: Okay. Regarding the feasibility study, this has been a tortured process. I mean we've gone back to 2011 when it was supposed to be originally released and it was supposed to be under management review and we're told we're dotting the I's, crossing the T's. Then we're using it in negotiations with royalty holders. Now we're doing more drilling to come up with more uses for this study. You can understand how an individual investor would start to wonder, how square is your being with this?

I understand your concern, but let me just be very blunt about it. There's nothing wrong with the feasibility study, nothing. It is simply a matter that we've determined that there are some additional purposes for this document and rather than try to go public with a specific document at a time when we could, in fact, for small amount of investment and a short amount of time improve the document for all various audiences that will need to review this document, why not do it now. And most importantly, if you look at the market conditions of today, we have always said whether we raise the money in the third quarter of this year or the fourth quarter of this year, it would be based on market conditions. So we functionally have the time to be able to make this document something that would breathe life into that whole region for a long time. So frankly we have the time to do it. We have the capital to do it. We're going to take this document to a point that it is not only 43-101 compliant -- and remember Gerald, we are not on the TSX today but when you look at the consolidation activities going on in this district, there is a potential that we might be on the TSX sometime in the future. If that's the case, we need to ensure that it meets all the qualifying requirements of the BCSC as well as the OSC in Canada. Right now we don't have those problems. We only have to meet SEC requirements. All we're doing here is belting suspenders to ensure that this document is usable for every audience. Gerald Fay – Private Investor: Understood, and I appreciate that. The frustration comes in the fact that this story has just changed so often regarding the feasibility study. But I'll take your word for what we're using it now, what's being used for now and I guess we can move on from there. There was some news today from Laramide, who had notice here to your main royalty over there…

Right. Gerald Fay – Private Investor: … do you have any comments on that?

This did not come as a surprise. Laramide owns the La Jara Mesa project in the district and for many years, there's been some ongoing discussions. Whenever we've talked about having some sort of a joint mill site, they have been an entity that would be willing to talk about a joint relationship for their La Jara Mesa project and that's simply because it isn't strong enough for the project to support a mill. So we have had numerous conversations with them. As you know, we've stated before that the royalty itself is not a limiting factor in the sense of whether the project is buyable. But it is a question of whether or not we can improve the rate of return for our shareholders and we do intend to reduce or totally remove that loyalty if possible. They hold the majority of it, Laramide does and their project emphasis is not in the United States at the moment. So they have been seeking cash from any and all sources to work on other projects and that's their business strategy and we understand that. We've been in discussions with them and moreover the entity that has bought an option to in essence provide them some initial cash right now is an entity that we've had discussions with. That entity does buy royalties and then frequently converts royalties into share positions. So it is not a surprise that they did what they did. It's not a surprise as the entity and we have a relationship with that entity and it could ultimately be beneficial to our negotiations. Anything beyond that Gerald, I got to say is kind of a difficult discussion because we're under confidentially arrangement with Laramide on these topics.

Thank you. Our next question is coming from the line of David Snow with Energy Equities. Please state your question. David Snow – Energy Equities: I was just going to follow up on that. Their royalty is in the, you don’t want a current point, isn't it, or…

Well, first off hi David. Secondly, they have a royalty on the Churchrock Section 8 location as well. David Snow – Energy Equities: Okay, the same one.

Yeah, so it's one that they inherited originally held by another entity then they purchased it. They actually still owe some payments to that entity. So it's been a topic of discussion for some time. And our belief is before we start construction of this project we can resolve this issue. Today's event doesn't change that at all. David Snow – Energy Equities: Okay. I missed today's event. Could you [synapse] it quickly?

Sure. A company by the name of Anglo Pacific has brought an option to get to that royalty or convert warrants into shares. I don't want to go into great detail with just a press release that is out today from Anglo Pacific and Laramide that staged that they're going to provide some initial funding to Laramide in return for a 5% right to those royalties. It doesn't come as a surprise as I mentioned because we have been in conversation with this entity. It's what they do for a living. They look to take royalties and convert it to shares so that they can get a position in a company or district. David Snow – Energy Equities: Okay, all right. Okay, thank you. And so is kind of hear you that you're thinking about as in ready to go forward into third or fourth quarters, or did I hear that out of context?

Well, David, as we talked about in the past, we had contemplated that the market would improve for the third quarter. It has not yet done so. And we had always said it could be that we would be raising those funds in the fourth quarter. So it will not be our intention to do two things. Finalize this document and the feasibility study to a point that we could look at all financing options. We are not presently burdened by any debt. But any time you have a 15-year mine life, if you're going to be fair to shareholders you need to look at all possible financing -- financial instruments; one would be a debt facility. That's probably not our preferred strategy. If the markets continue to be difficult on an equity basis, you want to ensure you have the optionality to look in the debt facility, and one of the things that's required to do so, is to have greater depth of detail with regard to the feasibility study, so that a banker can review it or bankers third party contractor can review it. Our thoughts now are simply to make sure that we have error free option available to us, but mostly our strategy will still be an equity based setting, and frankly, it may not be an open market equity setting, simply because we have interest in shareholders now, who want us to get to production. They have been faithful to us and stayed with us for many years as we move this project forward, and they want us to get there. So what we are looking at is likely a fourth quarter, as opposed to a third quarter financing arrangement, and what we want to be able to demonstrate to those potential finance partners, will be completion of the feasibility study, and derisking of the project by receiving our renewals of our UIC permit and our NRC license, along with the agreement with Navajo, so that we can show that the entire district can be managed in such a way that meets the needs of the Navajo Nation as well as provides for us moving these assets forward. So rather big picture discussion to get to the ultimate point of being able to raise $59. David Snow – Energy Equities: Is there any reason you have required to do this in the fourth quarter?

The only reason is simple timing. We wanted to start construction in the fourth quarter, so that we would have limited production in 2013, but take advantage of the price expectation, increasing expectation in 2014. So as I mentioned, even if we had been in production in 2013, which is still a possibility, but not as likely as we once thought. It would have been minimal production in 2013 as you ramp up for a full year's production in 2014. So we are not just looking at why go into a financing arrangement that may not be the most beneficial to our shareholders, just to say we did in the third quarter. So if we do it in the fourth quarter, for that matter the market conditions are difficult, we do it in the first quarter. We will still have our normal construction schedule, still be in production in 2014 at the latest. David Snow – Energy Equities: So you are thinking about private placement with existing shareholder base, as debt matures?

That would be our primary focus. We have, as you know, some new shareholders that have significant positions, who are very knowledgeable about resource projects and they have indicated a willingness to have the discussions necessary. On the one hand, $50 million seems to be a lot, but when you think about some of the other projects, that are $1 billion, there is certainly the capability in the marketplace right now to find the $50 million necessary and we are very confident that we can do so. David Snow – Energy Equities: Thank you very much.

Our next question is coming from the line of George Walsh with Gilford Securities. Please state your question. George Walsh – Gilford Securities: Don just, could you go into little bit the, you mentioned the idea of using debt, I know you obviously can't have too many specific to this point, but what would be the basis of the debt service, if you take on debt at this point? I mean, is it future cash flows from production obviously that you have to support it, but that may not be for some time, so just what would be the parameters in general of some type of debt?

George, hello to you again. We have looked at just that. As you might know, couple of our competitors, who were moving forward in production in Wyoming, had to lock in a portion or thereof to take, so that they could deal with some financing activities. We would expect a similar scenario, under which we would need to come forward and show that, let's just talk about general numbers, maybe a third of our production over that 15-year period would be in a locked-in long-term price arrangement to be able to support the debt facility. The only reason we would ever look at a debt facility, is if it was cheaper than an equity position and therefore somehow benefitted the shareholders. The reason that we could do it, is simply because you have got a license allowing 45 million pounds to be produced, and initial project would be just a first step in that. So you are really talking about a small position of the overall production that could occur under that license. So there is at least a potential that it could still be financially more beneficial to our shareholders. But as I said at the outset George, we don't have any debt now. We don't want any debt, but in order to be able to – look any future shareholder in the eyes and we have looked at every option, I want to make certain that this document is capable of being a bankable feasibility study. George Walsh – Gilford Securities: Okay. All right. Thanks Doug.

Thanks George.

We do have a follow-up question coming from the line of David Snow with Energy Equities. Please state your question. David Snow – Energy Equities: Yes, I guess you were saying that the fourth quarter would be contingent on getting some sort of resolution with the Navajo, so exactly how much do you have to get resolved to get the assurance needed to go forward with the fourth quarter financing?

Well, this is about a cleanup of old historic problems from 60s, 50s, maybe even then to 70s on section 17. The good news here is that, we have actually been working with the Navajo on this project for many-many years. Mark Pelizza, who is our Senior VP of Environment Safety, Public Affairs, is on the call. But suffice it to say that he had been working with the Navajo Nation EPA over the last several years to do a categorization of what kind of material is there, and it's primarily old waste material that can cause some airborne problems, and Navajo Nation has sought to find ways to pay for the cleanup on these projects. So what is appropriate for them, is to see that anybody who is going to be producing in the area, helps on these legacy problems. We had somewhat characterized if you will, what the bracketed cost could be on the cleanup of this area, that's the reason we are comfortable saying publicly that we will do the cleanup of this particular area, before our operations begin, as the agreement states. The basic functional work is actually to remove the material from site, and likely encapsulate it in a location until it can be processed in a mill at some time in the future. David Snow – Energy Equities: So it doesn't necessarily include resolution of the entire access issue that --?

No sir, it does. What happens in the Navajo Nation is they have a process to create a right-of-way and while we have a temporary access agreement, so that we don't continue to have a fight in the Navajo Court System about whether or not we do or don't have proper access, that's what the temporary access agreement is about, it sort of allows us to continue our permitting activities and for regulators to be on site and use these various entrances to get to Section 8. What we are talking about is a permanent arrangement through a right-of-way and they actually have a process, been in place for many-many years, it's how they have gas pipelines going across the Navajo Nation or power lines or any other things, and what we will be doing is negotiating the terms of that agreement. So step one is ensure that we have a proper implementation plan for the cleanup of the 17. We understand the cost, we understand the process, how long it's going to take. Is it a multi-step process, et cetera, and we will negotiate the terms of that wit h the Navajo Nation EPA, in accordance with both state and federal laws as well. Then we will be able to have a parallel track going of the right-of-way. All of this may sound like a lot of activity, but remember, we have been in discussions for some time, and we are quite pleased with the interest level of the Navajo Nation, the participants of the Navajo Nation EPA and Navajo Nation Department of Justice, all the way literally into the council members, who are understanding that we have the right to mine Section 8, and since that exists, what is the maximum benefit that the Navajo Nation can get out of that activity, and that's the reason they have been willing to sit with us and talk about this, and in part, because we have said, we don't want to litigate anymore. We want to try to find a workable solution so that this district can be managed in a way that meets their needs and ours. David Snow – Energy Equities: So you expect to resolve these two kind of (inaudible) in time for our fourth quarter financing.

In time for a fourth quarter financing if it is the appropriate time, meaning in the marketplace or certainly shortly thereafter. But it is our intention, yes, to be negotiating these activities as we speak. David Snow – Energy Equities: That's a pretty optimistic timeframe, Don.

Well, that could be true, David. One can never look into the crystal ball and be absolutely certain of everything. I will say to you that I am very pleased with the way that the Navajo Nation has addressed these issues and sat with us and met with us, worked our arrangement out on the Temporary Access Agreement in a very short period of time. David Snow – Energy Equities: Okay, very good. Thank you very much, sir.

Thank you, David.

There are no further questions at this time. I will now turn the floor back over to management for closing remarks.

Thank you. There were a number of questions today and I think it gave a greater level of detail about the issues that face this Company. But in closing, let me just say that we continue to see positive signs for the Uranium market in the long-term. And we're standing ready to take advantage of that with our future production schedule. In essence we're still bullish on what will happen in the future on Uranium pricing. It will be a 2014 price increase, but we're going to stand ready to be in production by then. We're going to stay focused on our strategy to advance our assets in both New Mexico and in Texas to get to production. Our near-term priorities have just been stated, but let me reiterate them just in closing here. We seek a comprehensive agreement with the Navajo Nation that will last for generations and we wanted to allow for future development of projects throughout New Mexico in accordance with their needs and ours. We will redefine the feasibility study to ensure that meets all the purposes we intend for this document, and will continue to complete the royalty holder discussions to make a greater rate of return available for our shareholders. We have finalized this financing component for our New Mexico construction activities at Section 8 in the very near-term and we will receive the UIC and NRC license renewals to further derisk this project so that we can start construction and a year later start production. I really appreciate everybody listening in today, particularly those of you on the East Coast that must be leading into your lunch time, so thanks for being here. We appreciate your support and interest in URI. Thanks to all.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time and we thank you for your participation.