DEVEX RESOURCES LIMITED — Capital/Financing Update 2013

Apr 9, 2013

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URANIUM EQUITIES LIMITED

ACN 009 799 553

OFFER DOCUMENT

For a non renounceable pro-rata offer to Eligible Shareholders on the basis of 1 New Share for every 3 Shares held as at the Record Date at an Issue Price of 2.5 cents ( Offer ).

IMPORTANT NOTICE

This Offer Document is not a prospectus or other form of disclosure document under the Corporations Act . It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the Offer or about the rights attaching to the New Shares offered by this Offer Document.

This Offer Document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on Tuesday, 30 April 2013 and closes at 5:00pm (ACST) on Tuesday, 14 May 2013 ( unless extended ) . Valid acceptances must be received before that time.

Please read the instructions in this Offer Document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

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IMPORTANT NOTES

1. Offer document

This Offer Document has been prepared by Uranium Equities Limited ACN 009 799 553 ( Uranium Equities or the Company ) and is dated 10 April 2013. This Offer Document is not a prospectus or other form of disclosure document under the Corporations Act and has not been lodged with ASIC. The Offer contained in this Offer Document is being made without disclosure in accordance with section 708AA of the Corporations Act, as modified by ASIC Class Order 08/35.

2. This is an important document

The information contained in this Offer Document does not constitute investment advice and has been prepared without taking into account each Eligible Shareholder's investment objectives or financial circumstances. You should seek advice from your professional adviser before deciding to invest. Investing in the Company involves risks. The Offer Document does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the Offer or about the rights attaching to the New Shares offered by this Offer Document.

3. Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. To the extent permitted by law, neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Offer Document, except as required by law and then only to the extent so required.

4. Future performance and forward looking statements

Neither the Company nor any other person warrants, represents or guarantees (expressly or by implication) the future performance of the New Shares or any particular rate of return on any investment made pursuant to Offer, or any particular tax treatment.

This Offer Document contains certain “forward looking statements”. Forward-looking statements, opinions and estimates provided in the information in this Offer Document are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

No representation or warranty (express or implied) is given as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in this Offer Document.

While due care and attention have been used in the preparation of forward-looking statements, you are cautioned not to place undue reliance on such statements. Forward-looking statements only speak as to the date of this Offer Document. To the maximum extent permitted by law, the Company disclaims any obligation or undertaking to release any updates or revisions to such information to reflect any change in expectations or assumptions.

An investment in the Company is subject to investment and other known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and its board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forwardlooking statements in this Offer Document.

5. Past performance

Investors should note that the past share price performance of Shares provides no guarantee or guidance as to future share price performance. Past performance information given in this Offer Document is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

6. Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

7. Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this Offer Document. No action has been taken to permit a public offering of the New Shares under the Offer in any jurisdiction outside of Australia and New Zealand.

It is not practicable for the Company to comply with the securities laws of any other overseas jurisdictions other than Australia and New Zealand having regard to the number of overseas Shareholders, the number and value of the New Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction .

The New Shares have not been and will not be registered under the US Securities Act of 1933 and may only be offered, sold or resold in, or to persons in, the United States in accordance with an available exemption from registration.

It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their application. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company as a representation that there has been no breach of such laws, that the Applicant is an Eligible Shareholder and that the Applicant is physically present in Australia or New Zealand. Shareholders outside Australia and New Zealand ( Ineligible Foreign Shareholders ) should refer to Section 1.13 for details of how their Entitlement will be dealt with.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

8. Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities

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brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for New Shares, the Company may not be able to accept or process your application.

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KEY OFFER DETAILS

Key details of the Offer
Offer to Eligible Shareholders	1 New Share for every 3 Shares held at the Record Date
Issue Price per New Share	2.5 cents
Maximum number of New Shares under the Offer	88,215,431 New Shares
Proceeds from the Offer (excluding costs associated with the Offer)	$2,205,386
Maximum number of Shares on issue following the Offer (refer to Section 2 below)	352,861,725 Shares

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IMPORTANT DATES

Event	Date
Announcement of the Offer	Wednesday, 10 April 2013
Cleansing Notice, Appendix 3B and Offer Document lodged with ASX
"Ex" date for the Offer (being the date that Shares start trading without the Entitlements to participate in the Offer)	Thursday, 18 April 2013
Record Date to determine Entitlements under the Offer	Wednesday, 24 April 2013
Opening Date of Offer	Tuesday, 30 April 2013
Despatch of the Offer Document and Entitlement and Acceptance Form to Eligible Shareholders
Closing Date for acceptances under the Offer	5.00pm (ACST) on Tuesday, 14 May 2013
New Shares quoted on a deferred settlement basis	Wednesday, 15 May 2013
ASX notified of under subscriptions under the Offer	Friday, 17 May 2013
Issue of the New Shares (Deferred settlement trading ends)	Monday, 20 May 2013
Trading of New Shares expected to commence	Tuesday, 21 May 2013

Confirmation of the issue of the New Shares will be made in the May 2013 holding statements which will be despatched in early June 2013.

The above dates are indicative only. The Company reserves the right, subject to the Corporations Act and the Listing Rules to extend the Closing Date or to withdraw the Offer at any time without prior notice, in which case all Application Monies will be refunded (without interest) as soon as practicable.

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LETTER FROM THE CHAIRMAN

10 April 2013

Dear Shareholder

On behalf of the Board of Uranium Equities Limited ( Uranium Equities or the Company ), I am pleased to invite you to participate in the Company’s non-renounceable pro-rata entitlement offer of 1 New Share for every 3 Shares held at the Record Date of 5.00pm (ACST) on Wednesday, 24 April 2013, at an Issue Price of 2.5 cents per Share ( Offer ).

The Offer of approximately 88 million New Shares is intended to raise approximately $2.2 million before the costs of the Offer.

It is currently proposed to use the net proceeds from the Offer to further progress our key Nabarlek Project and for general working capital requirements.

Eligible Shareholders (other than Directors and related parties of the Company) may also apply for Additional Shares over and above their Entitlement at 2.5 cents per Share.

The Company controls 673km[2] in one of the world’s best endowed uranium provinces, the Alligator Rivers Uranium Field ( ARUF ) in the Northern Territory. The Company’s landholding in the ARUF incorporates the Nabarlek Mineral Lease and several surrounding granted and pending exploration licences which collectively comprise the Nabarlek Project.

In addition, the Company continues to develop the PhosEnergy Process for extraction of uranium as a by-product of phosphate fertiliser production with the funding and business development support of Cameco Corporation ( Cameco ), one of the world’s largest uranium producers.

On 5 March 2013, Cameco committed US$4 million for further development of the PhosEnergy Process bringing their total funding to date to US$16.5 million. It is anticipated that these funds are sufficient to carry the project through to completion of a Definitive Feasibility Study. Uranium Equities now has an interest of 27% in the PhosEnergy Process with Cameco having an interest of 73%.

Each of the Directors, including myself, intends to fully participate in the Offer.

On behalf of my fellow Directors I would like to express my appreciation for your ongoing support of the Company.

Yours sincerely

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Anthony Kiernan Chairman

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1. DETAILS OF THE OFFER

1.1

The Offer

The Company is offering Eligible Shareholders the opportunity to subscribe for 1 New Share for every 3 Shares held at 5:00pm (ACST) on Wednesday, 24 April 2013 at an Issue Price of 2.5 cents per New Share.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, that will be rounded up to the nearest whole New Share.

Your Entitlement under the Offer is shown on the accompanying Entitlement and Acceptance Form. Details on how to accept the Offer are set out in Section 3.

1.2 Size of the Offer

As at 10 April 2013, the Company has on issue:

• (a) 264,646,294 Shares; and

• (b) 6,475,000 Options (which carry no entitlement to participate in the Offer without the Options first being exercised).

On the basis that no Options are exercised prior to the Record Date, approximately 88,215,431 New Shares will be offered under the Offer to raise approximately $2,205,386 before the expenses of the Offer are taken into account.

1.3 Use of Funds

Completion of the Offer will result in an increase in cash in hand of up to approximately $2.2 million (before the payment of costs associated with the Offer).

It is currently proposed to use the funds raised under the Offer to further progress the Nabarlek Project and for general working capital requirements.

On 5 March 2013, Cameco committed US$4 million for further development of the PhosEnergy Process bringing their total funding to date to US$16.5 million. It is anticipated that these funds are sufficient to carry the project through to completion of a Definitive Feasibility Study.

The funds raised are intended to be allocated as follows:

Description	Total (maximum)
Exploration and working capital requirements	$2.15 million (approx.)
Costs of the Offer*	$0.05 million (approx.)
Maximum funds raised under the Offer	$2,205,386

• Excluding any fees paid to brokers on placement of any Shortfall Shares (see Section 1.9)

1.4 Opening and Closing Date

The Offer will open for receipt of acceptances on Tuesday, 30 April 2013. The Closing

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Date for acceptance of your Entitlement is 5.00 pm (ACST) on Tuesday, 14 May 2013.

The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the last date for receipt of the Entitlement and Acceptance Form, or to delay or withdraw the Offer at any time without prior notice, in which case all Application Monies will be refunded (without interest) as soon as practicable.

1.5 Entitlements under the Offer

The Offer is non-renounceable, and therefore the Entitlements are not transferable and cannot be traded on the ASX or any other exchange, or privately transferred. Shareholders will not receive any value if they do not take up their Entitlements. Shareholders who do not take up their Entitlements in full will have their percentage interest in the Company diluted.

As described in Section 1.9, any New Shares not taken up by an Eligible Shareholder by the Closing Date will form part of the Shortfall.

1.6 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

1.7

No underwriting

The Offer is not underwritten. However, Directors, accounting for approximately 16.4% of total Shares on issue, have committed to fully take up their Entitlements in the Offer.

1.8

No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been received.

1.9 Shortfall

Eligible Shareholders (other than Directors and related parties of the Company) may, in addition to taking up their Entitlements in full, apply for any number of Additional Shares in excess of their Entitlements by using the Top-Up Facility. Additional Shares will only be available where there is a shortfall between Applications received from Eligible Shareholders and the number of New Shares proposed to be issued under the Offer. Any Additional Shares issued, will be at the Issue Price of 2.5 cents per Share. Details on how to apply for Additional Shares are set out in Section 3.3. There can be no guarantee that there will be any Additional Shares.

Subject to the Corporations Act and the Listing Rules, the Directors will exercise their discretion in determining allocations of Additional Shares applied for through the Top-Up Facility. It is an express term of the Offer that Eligible Shareholders who apply for Additional Shares are bound to accept a lesser number of Additional Shares than applied for, or may be allocated no Additional Shares at all, in which case excess Application Monies will be refunded without interest.

The maximum number of New Shares which will be issued by the Company pursuant to the Offer (which includes any Additional Shares) will be 88,215,431 Shares.

If any Shortfall remains after applications for Additional Shares under the Top-Up Facility are considered, as set out above, the Directors reserve the right, subject to the

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Corporations Act and the Listing Rules, to place any further Shortfall (other than to Directors and related parties of the Company) at their discretion within 3 months after the close of the Offer (at a price not less than the Issue Price of 2.5 cents per New Share). If the Shortfall is placed through a licenced broker, fees not exceeding 5% of the funds raised from the placement will be paid to the broker.

1.10 Issue and despatch

The issue of New Shares offered by this Offer Document is expected to occur on Monday, 20 May 2013. The New Shares will be traded on a deferred settlement basis, commencing 15 May 2013.

Confirmation of the issue of the New Shares will be made in the May 2013 holding statements which will be despatched in early June 2013. Applicants should contact their broker or the Share Registry on 1300 556 161, if they require the issue details prior to receiving their monthly holding statements.

It is the responsibility of Applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares without making such determination do so at their own risk.

1.11 ASX listing

The Company has made an application for official quotation by ASX of the New Shares offered under this Offer Document. If that permission is not granted by ASX, the Company will not issue any New Shares and all Application Monies received (without interest) will be refunded in full to the Applicants. The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares.

1.12 CHESS

The Company will apply to ASX to participate in CHESS for those Shareholders who have, or wish to have, a sponsoring stockbroker. Shareholders who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, Shareholders will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number (HIN) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.13 Ineligible Foreign Shareholders

This Offer Document and Entitlement and Acceptance Form are only being sent to Eligible Shareholders with registered addresses in Australia and New Zealand on the Record Date of Wednesday, 24 April 2013.

The Offer is not being extended to any Shareholders whose registered address is outside Australia or New Zealand. In accordance with the Listing Rules and the Corporations Act, the Company is of the view that it is unreasonable to make the Offer to Ineligible Foreign

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Shareholders, having regard to:

• (a) the number of Ineligible Foreign Shareholders;

• (b) the number and value of New Shares to be offered to those Ineligible Foreign Shareholders; and

• (c) the cost of complying with overseas legal requirements in those jurisdictions.

Accordingly, no Entitlement and Acceptance Forms will be sent, and no offer will be made, to Ineligible Foreign Shareholders. This Offer Document will be sent to them for information purposes only.

The Offer contained in this Offer Document to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any New Shares.

To the extent that a person holds Shares on behalf of another person resident outside Australia or New Zealand, it is that person's responsibility to ensure that any acceptance complies with applicable foreign laws.

The Company reserves the right to reject any Application that it believes come from a person who is not an Eligible Shareholder.

1.14 Rights and liability attaching to New Shares

The New Shares issued under the Offer will be on a fully paid basis and will rank equally in all respects with existing Shares. Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. You may also contact the Company Secretary by telephone on +61 (0)8 8110 0700 for a copy of the Company's constitution.

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2. EFFECT OF THE OFFER

2.1 Effect of the Offer on the capital structure of the Company

The total number of New Shares to be issued under the Offer will be approximately 88,215,431 (the exact number depends on the rounding up of individual holdings).

The table below sets out, for illustrative purposes only, the existing capital structure (before the Offer) together with the impact of the issue of the New Shares under the Offer. It assumes that no Options are exercised prior to the Record Date and that all New Shares are issued under the Offer or placed after the Offer.

Shares	Number
Existing Shares as at 10 April 2013	264,646,294
Maximum number of New Shares issued pursuant to the Offer	88,215,431
Total issued Shares following completion of the Offer	352,861,725

The effect of the Offer will be to increase the number of Shares on issue in the Company and increase the cash held by the Company by up to $2.2 million (before taking into account the expenses of the Offer).

Expenses of the Offer are expected to be approximately $0.05 million (excluding any fees paid to brokers on the placement of any Shortfall Shares).

2.2 Potential effect on control of the Company

Eligible Shareholders who take up their Entitlements in full should not have their interest in the Company diluted by the Offer (subject to immaterial movements as a result of rounding of Entitlements).

The potential effect the Offer will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand. However, given the structure of the Offer as a pro rata issue and the absence of any existing holders with voting power of greater than 20%, the Offer is not expected to have any material effect or consequences on the control of the Company.

The potential effect of the Offer on the control of the Company is as follows:

• (a) If all Eligible Shareholders take up their Entitlements under the Offer, then the Offer will have no significant effect on the control of the Company.

• (b) If some Eligible Shareholders do not take up all of their Entitlements under the Offer, then the interests of those Eligible Shareholders will be diluted.

• (c) The proportional interests of Ineligible Foreign Shareholders will be diluted because those Ineligible Foreign Shareholders are not entitled to participate in the Offer.

• (d) Shareholders that apply for Additional Shares under the Top-Up Facility may increase their interests beyond their Entitlement. This could result in the dilution of holdings of those who failed to accept their Entitlements in full and those who failed to apply for Additional Shares.

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• (e) All Directors intend to fully take up their Entitlements in the Offer and may increase their interests beyond their Entitlements if no other Shareholders participate in the Offer and the Directors do not issue any of the shortfall under the Offer.

• (f) If no Eligible Shareholders other than the Directors take up their Entitlements under the Offer and the Company issues the shortfall under the Offer to only a limited number of new investors, this may potentially result in a new investor having a substantial interest in the Company.

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3. ACTION REQUIRED BY SHAREHOLDERS

3.1 What Eligible Shareholders may do

The number of New Shares to which you are entitled (your Entitlement ) is shown on the accompanying Entitlement and Acceptance Form.

If you do not take up your Entitlement, then your percentage holding in the Company will be diluted (refer to Section 2.2).

As an Eligible Shareholder you may:

• (a) take up all or part of your Entitlement (refer to Section 3.2 below);

• (b) allow all of your Entitlement to lapse (refer to Section 3.4 below); or

• (c) take up all of your Entitlement and apply for Additional Shares under the Top-Up Facility (refer to Section 3.3 below).

As detailed in Section 1.13, Ineligible Foreign Shareholders cannot take any of the steps set out in Sections 3.2, 3.3 and 3.4.

3.2

Applying for New Shares

You may take up all or part of your Entitlement by completing the Entitlement and Acceptance Form and attaching payment to reach Computershare Investor Services Pty Limited ( Share Registry ) by no later than 5:00pm (ACST) on the Closing Date or by paying by BPay[®] .

The Issue Price for each New Share accepted under your Entitlement is payable on application. You have the following payment options:

• (a) By attaching to your completed Entitlement and Acceptance Form a cheque, bank or money order in Australian currency for the amount of your application money to “Uranium Equities Ltd” and crossed “Not Negotiable” .

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

• (b) If paying via BPay[®] :

• (i) Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPay® by the date and time mentioned above;

• (ii) you must follow the instructions for BPay® set out in the Entitlement and Acceptance Form;

• (iii) you do not need to return the Entitlement and Acceptance Form but are taken to make each of the statements and representations on that form; and

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• (iv) if you subscribe for less than your Entitlement or do not pay for your full Entitlement, you are taken to have accepted your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

3.3 Top-Up Facility

As detailed in Section 1.9 above, Eligible Shareholders (other than Directors and related parties of the Company) may, in addition to taking up their Entitlements in full, apply for Additional Shares in excess of their Entitlements.

If you wish to subscribe for Additional Shares in addition to your Entitlement, then you should nominate the maximum number of Additional Shares you wish to subscribe for on the Entitlement and Acceptance Form and make payment for your full Entitlement plus the Additional Shares (at the Issue Price of 2.5 cents for each Additional Share).

If your payment is being made by BPay[®] :

• (a) you do not need to submit the personalised Entitlement and Acceptance Form but are taken to make each of the statements and representations on that form; and

• (b) if your payment exceeds the amount payable for your full Entitlement, you are taken to have accepted your Entitlement in full and to have applied for such number of Additional Shares which is covered in full by your Application Monies.

Eligible Shareholders who apply for Additional Shares may be allocated a lesser number of Additional Shares than applied for, or may be allocated no Additional Shares at all, in which case excess Application Monies will be refunded without interest.

3.4 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything. The number of Shares you currently hold and the entitlement attaching to those Shares will not be affected should you choose not to accept any part of your Entitlement.

3.5

Entitlement and Acceptance Form is binding

A completed and lodged Entitlement and Acceptance Form constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Offer Document and, once lodged, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly, it may still be treated as a valid application for New Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

3.6

Brokerage

No brokerage is payable by Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for an Entitlement.

3.7

Queries concerning your Entitlement

If you have any queries concerning your Entitlement please contact the Share Registry on 1300 556 161.

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4. ADDITIONAL INFORMATION REGARDING THE OFFER

4.1 Reliance on Offer Document

The Offer is made pursuant to section 708AA of the Corporations Act without the issue of a prospectus or disclosure document under Chapter 6D of the Corporations Act. This Offer Document is not a prospectus, disclosure document or other offering document under the Corporations Act (or any other Australian or foreign law) and has not been lodged with ASIC.

For the Company to rely on the disclosure exemption in section 708AA of the Corporations Act, the Company is required to lodge a "cleansing notice" under section 708AA(2)(f) of the Corporations Act. That notice is required to:

• (a) set out any information that has been excluded from a continuous disclosure notice in accordance with the Listing Rules and that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

• (ii) the rights and liabilities attaching to the New Shares; and

• (b) state the potential effect of the issue of the New Shares on the control of the Company and the consequences of that effect.

The Company has lodged a cleansing notice in respect of the Offer with ASX on Wednesday, 10 April 2013.

4.2 Announcements

Eligible Shareholders intending to participate in the Offer should refer to the announcements made by the Company to the ASX. This information is available from the ASX website, www.asx.com.au (ASX Code: UEQ), and the Company's website, www.uel.com.au. Copies of the announcements will also be available from the Company Secretary.

4.3 Risks

An investment in New Shares should be regarded as speculative and involves many risks.

Shareholders should consider the investment in the context of their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Shareholder should consult their own stockbroker, solicitor, accountant or other professional adviser before deciding whether or not to invest in the New Shares.

The New Shares carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares.

The information in the Offer Document does not constitute a recommendation to subscribe for New Shares and this Offer Document does not purport to contain all the information that you may require to evaluate a possible application for New Shares. You should make your assessment of what information is relevant to your decision to participate in the Offer.

4.4 Taxation implications

Eligible Shareholders should be aware that there may be taxation implications associated

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with participating in the Offer. The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

4.5

Governing law

This Offer Document and the contracts which arise on the acceptance of the personalised Entitlement and Acceptance Forms are governed by the laws applicable in South Australia, Australia. Each Eligible Shareholder submits to the non-exclusive jurisdiction of the courts of South Australia.

4.6 Enquiries concerning this Offer Document

Enquiries relating to this Offer Document should be directed to the Company Secretary by telephone on +61 (0)8 8110 0700.

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5. DEFINED TERMS

$ or AUD means Australian dollar.

ACST means Australian Central Standard Time

Additional Shares means New Shares applied for by an Eligible Shareholder under the Top-Up Facility that are in excess of the Eligible Shareholder’s Entitlement.

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

Application Monies means monies payable by Applicants in respect of their Applications.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as appropriate.

Board means the board of Directors.

Closing Date means the closing date of the Offer being 5.00pm (ACST) on Tuesday, 14 May 2013 (subject to the right of the Company to vary the date without notice).

Company means Uranium Equities Limited (ACN 009 799 553).

Directors means the directors of the Company.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date whose registered address is in Australia or New Zealand.

Entitlement means the entitlement to subscribe for 1 New Share for every 3 Shares held by an Eligible Shareholder on the Record Date and as set out in the Entitlement and Acceptance Form and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Ineligible Foreign Shareholder means a Shareholder, at the Record Date whose registered address is not situated in Australia or New Zealand.

Issue Price means 2.5 cents per New Share.

Listing Rules means the listing rules of the ASX.

New Shares means the Shares proposed to be issued pursuant to this Offer.

Offer means non-renounceable pro rata offer of New Shares on the basis of 1 New Share for every 3 Shares held on the Record Date at the Issue Price pursuant to this Offer Document.

Offer Document means this Offer Document dated 10 April 2013.

Opening Date means the opening date of the Offer being Tuesday, 30 April 2013 (subject to the right of the Company to vary the date without notice).

Option means an unlisted option to subscribe for Shares.

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Record Date means 5.00pm (ACST) on Wednesday, 24 April 2013.

Section means a section of this Offer Document.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Computershare Investor Services Pty Ltd.

Shortfall and Shortfall Shares means those New Shares under the Offer not applied for by Shareholders pursuant to the Offer Document by the Closing Date .

Shareholder means a holder of Shares.

Top-Up Facility means the mechanism by which Eligible Shareholders can apply for Additional Shares.

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6. CORPORATE DIRECTORY

DIRECTORS

Anthony Kiernan ( Non-Executive Chairman ) Bryn Jones ( Managing Director ) Timothy Goyder ( Non-Executive Director ) Tom Pool ( Non-Executive Director )

COMPANY SECRETARY

Rolf Heinrich

REGISTERED OFFICE

Level 5, 29 King William Street, ADELAIDE South Australia 5000

Tel : (+61 8) 8110 0700 Fax : (+61 8) 8110 0777

WEBSITE

http://www.uel.com.au

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 5, 115 Grenfell Street ADELAIDE South Australia 5000

Tel: 1300 556 161

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