WWR Westwater Resources Inc

Item 1.01 - Entry into a Material Definitive Agreement.

January 13, 2017, Uranium Resources, Inc. (the “Company”) entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (“Dawson”), pursuant to which the Company engaged Dawson to act as placement agents in a registered public offering of 1,399,140 shares of the Company’s common stock, par value, $0.001 per share, at a price to the public of $2.01 per share, and pre-funded warrants to purchase 3,426,731 shares of the Company’s Common Stock (collectively, the “Shares”), at a price to the public of $2.00 per pre-funded warrant (the “Offering”).  Pursuant to the terms of the Placement Agency Agreement, Dawson does not have any obligation to buy any of the Shares or to arrange for the purchase or sale of any specific number or dollar amount of Shares. The Company agreed to pay Dawson an aggregate fee of 8.0% of the gross proceeds from the Offering.

The Offering was registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-196880) (the “Registration Statement”) and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated January 13, 2017. The legal opinion and consent of Hogan Lovells US LLP addressing the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated into the Registration Statement.

The foregoing descriptions of the terms and conditions of the Placement Agency Agreement and pre-funded warrants are not complete and are qualified in their entirety by the full text of the Placement Agency Agreement and form of pre-funded warrant, which are filed herewith as Exhibits 10.1 and 4.1, respectively, and incorporated into this Item 1.01 by reference.

The Placement Agency Agreement contains customary representations and warranties, covenants, conditions to closing and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of those agreements and in the context of the specific relationship between the parties. The provisions of the Placement Agency Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.