DEVEX RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

Apr 16, 2013

17 April 2013

ASX Market Announcements Office via electronic lodgement

Notice of General Meeting & Explanatory Memorandum

Attached is a Notice of General Meeting along with an Explanatory Memorandum and Proxy Form for a meeting of shareholders of Uranium Equities Limited to be held at 10.00 am (WST) on Friday 24 May 2013 at:

Level 2, 1292 Hay Street West Perth, Western Australia

Our Strengths

Yours faithfully,

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Rolf Heinrich Company Secretary

• Breakthrough PhosEnergy Process

• Nabarlek – rare near mine exploration portfolio

• Multiple near term growth opportunities

ASX: UEQ

HEAD OFFICE Level 5 29 King William Street Adelaide, SA 5000 T: +61 8 8110 0700 F: +61 8 8110 0777 E: reception@uel.com.au

PERTH OFFICE Level 2, 1292 Hay Street West Perth, WA 6005 GPO Box 2890 Perth, WA 6001 T: +61 8 9322 3990 F: +61 8 9322 5800

w w w . u e l . c o m . a u

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URANIUM EQUITIES LIMITED

ACN 009 799 553

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Time: 10.00 am (WST) Date: Friday 24 May 2013 Place: Level 2, 1292 Hay Street West Perth Western Australia

This Notice of Meeting and the accompanying Explanatory Memorandum should be read in its entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

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CONTENTS

Notice of General Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	12
Proxy Form	13
Appointment of Corporate Representative	15
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

A General Meeting of the Shareholders of Uranium Equities Limited (“ Uranium Equities ” or the " Company " ) to which this Notice of Meeting relates will be held at 10.00 am (WST) on Friday 24 May 2013 at:

Level 2, 1292 Hay Street West Perth Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

All Shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a Shareholder. Shareholders holding two or more Shares can appoint either one or two proxies. If two proxies are appointed, the appointing Shareholder can specify what proportion of their votes they want each proxy to exercise.

To vote by proxy, please complete and sign the proxy form enclosed and either send it:

• (a) by post to Uranium Equities Limited, Level 5, 29 King William Street, Adelaide, SA 5000; or

• (b) by facsimile to the Company on (+61 8) 8110 0777,

so that it is received no later than 11.30 am (ACST) on 22 May 2013 , being not less than 48 hours prior to the commencement of the meeting. Proxy forms received later than this time will be invalid. Where the proxy form is executed under power of attorney, the power of attorney must be lodged in the same way as the proxy form.

BODIES CORPORATE – CORPORATE REPRESENTATION

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the meeting of Shareholders. The appointment may be a standing one. An Appointment of Corporate Representative is enclosed with this Notice.

VOTING ENTITLEMENTS

The Board has determined that, for the purpose of voting at the meeting, Shareholders are those persons who are the registered holders of the Company’s shares at 6.30pm (ACST) on 22 May 2013.

ENQUIRIES

The Company welcomes enquiries in respect of matters covered in this Notice of Meeting and Explanatory Memorandum and the attendance of Shareholders at the General Meeting. Should you require further information please contact:

The Company Secretary Rolf Heinrich Phone: (+61 8) 8110 0700 Fax: (+61 8) 8110 0777 Email: rolf.heinrich@uel.com.au

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NOTICE OF GENERAL MEETING

NOTICE IS GIVEN that a General Meeting ( Meeting ) of Uranium Equities Limited (the Company ) will be held at Level 2, 1292 Hay Street, West Perth, Western Australia on Friday 24 May 2013 at 10.00 am (WST).

AGENDA

RESOLUTION 1 – APPROVAL OF EMPLOYEE LONG TERM INCENTIVE PLAN

To consider, and if thought fit, to pass as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.2, exception 9 and for all other purposes, approval is given for the Company's Employee Long Term Incentive Plan ( Plan ), the terms and conditions of which are summarised in the Explanatory Statement, and the grant of Performance Rights under the Plan and the issue of Shares upon the vesting of such Performance Rights as required.”

Voting Exclusion Statement

The Company will disregard votes cast on Resolution 1 by a director of the Company (except a director who is ineligible to participate in any of the Company’s employee incentive schemes) and any of their associates.

However the Company need not disregard a vote if:

• (a) it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In addition, the Company will disregard votes cast by a member of the Key Management Personnel (or any of their closely related parties) as proxy, where the appointment does not specify the way the proxy is to vote, unless the proxy is the Chairman of the Meeting and has been expressly authorised to vote on behalf of someone entitled to vote on this resolution, even though it is connected with the remuneration of Key Management Personnel.

The Chairman of the meeting intends to vote all available proxies (directed and undirected) in favour of Resolution 1.

NB. An issue of Performance Rights to a director requires a separate Shareholder approval (see, for example, Resolution 2).

RESOLUTION 2 – GRANT OF PERFORMANCE RIGHTS TO MR BRYN JONES

To consider, and if thought fit, to pass as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given to grant 2,850,000 Performance Rights (and the issue of Shares following any vesting of the Performance Rights) to the Managing Director, Mr Bryn Jones, in accordance with the Company's Employee Long Term Incentive Plan and on the terms set out in the Explanatory Statement."

Voting Exclusion Statement

The Company will disregard votes cast on Resolution 2 by Mr Bryn Jones and by any other director of the Company who is eligible to participate in any of the Company’s employee incentive schemes and any of their respective associates.

However the Company need not disregard a vote if:

• (a) it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or(b) it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In addition, the Company will disregard votes cast by a member of the Key Management Personnel (or any of their closely related parties) as proxy, where the appointment does not specify the way the proxy is to vote,

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unless the proxy is the Chairman of the meeting and has been expressly authorised to vote on behalf of someone entitled to vote on this resolution, even though it is connected with the remuneration of Key Management Personnel.

The Chairman of the meeting intends to vote all available proxies (directed and undirected) in favour of Resolution 2.

RESOLUTION 3 – APPROVAL OF ISSUE OF SHARES

To consider, and if thought fit to pass, as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Directors be authorised to allot and issue up to 30,000,000 Shares on the terms and conditions as set out in the Explanatory Memorandum”.

Note: At the date of this Notice, no decision has been made to issue Shares nor is there any proposal before the Board in that regard.

Voting Exclusion Statement

The Company will disregard votes cast on Resolution 3 by any person or entity that may participate in the proposed issue or might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 3 is passed, and any of their associates.

However the Company need not disregard a vote if:

• (a) it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

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Rolf Heinrich Company Secretary 8 April 2013

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EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of Uranium Equities Limited (ACN 009 799 553) (“ Company ”) in connection with the business to be transacted at a General Meeting of the Company to be held on 24 May 2013 (“ Meeting ”).

The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass these Resolutions. It explains the Resolutions and identifies the Board’s reasons for putting them to Shareholders. The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

RESOLUTION 1 – APPROVAL OF EMPLOYEE LONG TERM INCENTIVE PLAN

Background

Resolution 1 seeks Shareholder approval for the Company’s Employee Long Term Incentive Plan (the “ Plan ”).

To date, the Company has granted long term incentives in the form of options under the Company's Employee & Consultants Share Option Plan (the " ESOP "). The ESOP will remain in place. However, in addition to the ESOP, the Board believes that the Company will benefit from the flexibility of establishing an alternative equity based plan allowing the Board to grant performance-based rights linked to measurable achievements which contribute to the short term operational performance and the long term growth of the Company ( "Performance Rights" ). Performance Rights convert into fully paid ordinary shares in the Company when the particular vesting conditions are met. The Board also wishes to establish the Plan to enable the Board to grant long term incentives in the form of rights which will vest only on the satisfaction of appropriate performance conditions as determined by the Board.

The Board believes that grants of Performance Rights made to eligible participants under the Plan will provide a powerful tool to underpin the Company’s employment and growth strategy, and that the implementation of the Plan will:

• (a) enable the Company to recruit and retain the people needed to achieve the Company’s business objectives;

• (b) link the reward of key staff with the achievements of strategic goals and the long term performance of the Company;

• (c) align the financial interest of participants of the Plan with those of Shareholders; and

• (d) provide incentives to participants of the Plan to focus on superior performance that creates Shareholder value.

ASX Listing Rule 7.1 provides that an entity must not issue or agree to issue more than 15% of its total equity securities (which would include Performance Rights capable of being converted into ordinary shares) without the approval of shareholders, unless one of the exceptions contained in ASX Listing Rule 7.2 applies.

An issue of equity securities under an employee incentive scheme will fall within exception 9 of ASX Listing Rule 7.2 if, within three years before the date of the issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

In order to allow the Company to issue equity securities under the Plan, Shareholder approval is sought pursuant to ASX Listing Rule 7.2, exception 9. As the Plan is a new employee incentive scheme, no prior approval under Exception 9 of ASX Listing Rule 7.2 has been given and no securities have been issued under the Plan.

Any issue of Performance Rights to a Director would require separate Shareholder approval (see for example, Resolution 2).

Summary of the Plan

Participation

A Performance Right is a right to be issued a Share upon the satisfaction of certain performance conditions that are attached to the Performance Right, as determined by the Board.

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As part of the Company’s strategy, the Board wishes to be in a position to grant Performance Rights under the Plan to employees (including the Managing Director and other executive directors, if appointed) or an approved nominee to achieve the objectives outlined above.

In accordance with the requirements of the ASX Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan.

Rules

Performance Rights granted under the Plan to eligible participants will be subject to performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. Upon Performance Rights vesting, the Performance Rights will automatically be exercised and the participant will be granted Shares (at no cost to the participant) as soon as reasonably practicable to satisfy the Performance Rights.

The main features of the Plan (and the terms and conditions to be attached to the Plan) are summarised as follows:

• (a) Eligible Participants : All full-time employees, permanent part-time employees, the Managing Director and executive directors of the Company are eligible participants under the Plan. As noted above, Shareholder approval is required before any Director or related party of the Company can participate in the Plan.

• (b) Limits on Entitlements: The maximum number of Shares that are issuable under the Plan (on the vesting of Performance Rights), when combined with the number of Shares issued during the previous five years pursuant to the Plan or any other employee incentive scheme of the Company (including the ESOP) but disregarding any offer made, or Performance Rights acquired or Shares issued by way of or as a result of:

• (i) an offer to a person situated at the time of receipt of the offer outside Australia; or

• (ii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

(iii) an offer made under a disclosure document,

must not exceed 5% of the total number of issued Shares. As of the date of this Notice, the total number of issued Shares was 264,646,294.

• (c) Individual Limits: The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company, other than the 5% limit referred to above.

• (d) Consideration Payable: Performance Rights will be granted for no consideration.

• (e) Vesting: The Performance Rights granted under the Plan and the performance conditions that must be satisfied in order for the Performance Rights to vest, will be determined by the Board and expressed in a written invitation (" Invitation ") made by the Company to the eligible participant which is subject to acceptance by the eligible participant (or their nominee) within a specified period. The performance conditions may include one or more of:

• (i) employment of a minimum period of time following the issue of the unvested Performance Rights;

• (ii) achievement of specific performance objectives by the employee and/or by the Company; or

(iii) such other performance objectives as the Board may determine and set out in the Invitation.

The Board will determine whether performance conditions have been met and Performance Rights have vested. Upon Performance Rights becoming vested, the Company shall issue Shares to the Eligible Participant (or, if applicable, their nominee) without further action being required on the part of the Eligible Participant.

• (f) Term and Lapse: The term of the Performance Rights is determined by the Board in its absolute discretion and will be specified in the Invitation but will ordinarily have a three year term up to a maximum of five years. Performance Rights are subject to lapsing if performance conditions are not met by the relevant measurement date or expiry date (if no other measurement date is specified) or if employment is terminated for cause or in circumstances other than as described in the next paragraph. In addition, the Board may require that a further service period be completed before any Shares are issued.

• (h) Disability, Redundancy or Death: Under the Plan, upon the total and permanent disability, redundancy or death of a participant, as defined in the Plan, the Board will assess the employee's performance and

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determine, in light of their performance and the conditions set out in the Invitation, the number of Shares in respect of any unvested Performance Rights which the employee is entitled to receive within:

• (i) 6 months from the date of the occurrence of the disability, redundancy or death; or

• (ii) such longer period as the Board may determine, not being longer than the original expiry time of the Performance Rights.

Generally in these circumstances, Performance Rights which have not vested within the 6 months or such longer period determined by the Board following the total and permanent disability, redundancy or death of a participant, will automatically lapse.

However, the Board will also have the discretion in these circumstances to pay the participant the market value of the Shares in lieu of granting the Performance Rights. The Board may also, subject to compliance with the ASX Listing Rules and the Corporations Act, decide that the calculation of the number of Shares should not be reduced on a pro-rata basis because the participant's employment was reduced as a result of the total and permanent disability, redundancy or death, or bring forward the date on which the Shares will vest in the participant.

• (g) Restriction on dealing with Shares: Shares issued to a participant under the Plan will not be subject to dealing restrictions, other than the Company's Securities Trading Policy.

• (i) Forfeiture: If a participant acts fraudulently or dishonestly, is in breach of his or her obligations to the Company or ceases to be employed by the Company for any reason other than disability, redundancy or death, the Board will have the discretion to deem any Performance Rights to have lapsed.

• (j) Assignment: Without the approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant’s legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

• (k) Takeover Bid or Change of Control: The Board will have the discretion to determine the amount of Performance Rights that may vest in this circumstance.

• (l) Winding up: The Board will have the discretion to determine the amount of Performance Rights that may vest in this circumstance.

• (m) Alteration in Share Capital: If there is a reorganisation of the share capital of the Company, the number of Shares, to which an eligible participant is entitled to receive upon vesting of a Performance Right, will be adjusted in the way specified by the ASX Listing Rules from time to time.

• (n) No Participation Rights: There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (o) Amendments to Plan: The Board may at any time and from time to time by resolution alter the Plan. However, any amendment to the Plan is subject to any restrictions or procedural requirements relating to the amendment or the rules of an employee incentive scheme imposed by the ASX Listing Rules or applicable securities laws.

• (p) Suspension or Termination: The Board may suspend or terminate the Plan at any time, without notice, but the suspension or termination will not affect any existing grants of Performance Rights already made.

A copy of the full terms and conditions of the Plan can be obtained by contacting the Company Secretary.

Relief under the Corporations Act

The Company has applied for technical relief from certain provisions of the Corporations Act in respect of the Plan from ASIC. This is due to the fact that Performance Rights (rather than shares or options) do not neatly fall under ASIC's Class Order for employee incentive schemes. The relief relates to not having to hold a financial services licence to advise employees about the Plan and relief from the security hawking prohibitions in connection with the Plan.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of this resolution. The Chairman of the meeting intends to vote all undirected proxies in favour of Resolution 1.

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RESOLUTION 2 - GRANT OF PERFORMANCE RIGHTS TO MR BRYN JONES

Background

Resolution 2 seeks Shareholder approval for the grant of Performance Rights to Bryn Jones, Managing Director, under the Company’s Employee Long Term Incentive Plan (the “ Plan ”). The Plan is the subject of Shareholder approval under Resolution 1.

Shareholder approval to the proposed issue of Performance Rights to Mr Jones is required under ASX Listing Rule 10.14 because Mr Jones is a Director of the Company.

Remuneration Arrangements

Under his employment agreement, Mr Jones is currently entitled to receive fixed remuneration of a Base Salary of $285,000 plus superannuation of $25,650 per annum. In addition, subject to the Board’s discretion and appropriate Shareholder approvals, Mr Jones may be entitled to a Long Term Incentive (“LTI”) in the form of the grant of options or Performance Rights.

The Board has proposed that Mr Jones be entitled to, by way of long term incentive, an annual issue of Performance Rights (issued under the Plan) having a value of up to 40% of his Annual Base Salary with performance hurdles and/or vesting periods being determined by the Board. The issue of these Performance Rights is subject to shareholder approval and the Shares that flow from these Performance Rights require certain conditions as outlined below, to be met.

The non-executive Directors believe that it is appropriate to provide Mr Jones with an LTI element in his remuneration package. The Directors also believe that Performance Rights, rather than share options, are a better alternative to remunerate executives who are tasked with achieving certain specific strategic outcomes. The grant of Performance Rights is intended to align his performance with successful Company outcomes for the benefit of Shareholders and also to provide him with an incentive to remain with the Company.

The non ‐ executive Directors are of the view that the remuneration for Mr Jones, including the proposed grant of Performance Rights, is reasonable having regard to the circumstances of the Company, his duties and responsibilities and market levels of remuneration for Managing Directors of similar companies.

Long Term Incentive Plan

The Company established the Plan (subject to Shareholder approval under Resolution 1) to provide its employees (including executive directors) with long term incentives designed to create a link between the delivery of value to shareholders, financial performance and the rewarding and retaining of employees. Under the Plan the Board has discretion to grant Performance Rights to any person it determines eligible upon the terms of the Plan. An issue to directors would additionally require a separate shareholder approval.

A Performance Right is, in effect, a contractual right to be issued with a Share in the Company on the satisfaction of certain conditions. To clarify, the number of Shares to be issued to Mr Jones upon the vesting of the Performance Rights are ‘at risk’ until the vesting conditions are met, i.e. there is no certainty that the Shares arising from the Performance Rights will in fact be issued. Also, the number of Shares ultimately to be issued may not equate to the number of Performance Rights as the issue of those Shares is subject to performance hurdles/conditions to be met.

Proposed number of Performance Rights to be issued

Approval is being sought for the issue of the first tranche of Performance Rights to Mr Jones. Any future issues of Performance Rights will require separate Shareholder approval. Following the issue of the Performance Rights, there is a test or measuring date (which in this case is either 31 December 2013 or 30 June 2014). At these dates the Board assesses the extent to which the performance conditions or hurdles are met.

If Resolution 2 is approved, Mr Jones will be invited to apply for, and if an application is made, will be issued the number of Performance Rights determined in accordance with the following formula:

(Annual Base Salary as at 22 March 2013 x 40%) / 60 day VWAP at 22 March 2013

= ($285,000 x 40%) / 0.040

= 2,850,000 Performance Rights

(“Issue Formula”)

VWAP is the 60 day volume weighted average share price of ordinary shares in the Company on ASX at 22 March 2013.

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Performance Conditions and Vesting Period

Subject to Shareholder approval, the Performance Rights to be issued will not vest (and the underlying Shares will not be issued) unless certain performance and service conditions have been satisfied. The grant of Performance Rights is designed to reward long term sustainable business performance which is aligned to the long term strategic objectives of the Company.

Mr Jones’s performance conditions have been structured so that the Performance Rights will only vest on achievement of both absolute share price hurdles and strategic objectives. In addition, a further service period must be completed before any shares are issued.

a) Share price hurdles

The Board has determined that up to 50% of the Performance Rights will vest depending on the Company’s share price as at the measurement (or test) date of 30 June 2014 as compared to the share price hurdles outlined in the following table. The Company’s share price will be calculated on its 60 day VWAP.

If the 60 Day VWAP as at 30 June 2014 is greater than the following Share price hurdles	Percentage of Performance Rights with share price hurdles which will vest	Number of Performance Rights with share price hurdles which will vest
5.3 cents	33%	470,250
6.0 cents	50%	712,500
7.0 cents	75%	1,068,750
8.0 cents	100%	1,425,000

b) Strategic Objectives

The Board has determined that the balance of 50% of the Performance Rights will vest depending on a number of strategic objectives being met by the respective measurement (or test) dates as outlined in the following table.

Number of Performance Rights	Performance Condition	Test Date
which will vest
470,250	On-site operation of the PhosEnergy Demonstration Plant on one or more	30 June 2014
	phosphate facilities
470,250	Completion of a Definitive Feasibility Study (DFS) on the PhosEnergy Process	30 June 2014
470,250	Major joint venture agreement executed on at least one existing exploration project	31 December 2013

c) Service Period

Following the measurement dates on 31 December 2013 and 30 June 2014, it is a condition that an additional 1218 month service period must be completed by Mr Jones meaning that any Performance Rights entitled to vest will not vest and convert to Shares until 1 July 2015. It is also a condition that Mr Jones be an employee of the Company at 1 July 2015. The total vesting period will be 2 years and 4 months for the first tranche. Any future performance rights issued to Mr Jones will have a vesting period of a minimum of 2 years and 6 months.

Summary

For additional clarity, if Resolution 2 is approved by Shareholders, the Performance Rights to be issued to Mr Jones will be calculated and treated as follows:

• On or about 27 May 2013, Mr Jones will be issued 2,850,000 Performance Rights calculated by reference to Mr Jones’ Annual Base Salary as at 22 March 2013 and the Company’s 60 day VWAP (see the Issue Formula above).

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• On 31 December 2013 and 30 June 2014, being the measurement dates, the performance conditions will be evaluated against the criteria set out in the tables above to determine the percentage of Performance Rights that will vest, if any.

• After 1 July 2015, Mr Jones may then convert any vested Performance Rights into Shares in the Company at no cost.

• In addition to the first tranche, the subject of this Resolution 2, Mr Jones will be entitled to an annual issue of Performance Rights on 1 January each year commencing on 1 January 2014, which will require future Shareholder approval.

Regulatory information

Related party transaction

Shareholder approval is required under Listing Rule 10.14 for the issue of Performance Rights to Mr Jones as he is a Director and therefore a related party of the Company. The Board has considered the application of Chapter 2E of the Corporations Act and has resolved that the reasonable remuneration exception provided by section 211 of the Corporations Act is relevant in the circumstances and accordingly, the Company will not seek approval for the issue of Performance Rights to Mr Jones pursuant to section 208 of the Corporations Act in addition to the approval being sought under the ASX Listing Rules.

Listing Rules

In accordance with ASX Listing Rule 10.14, the acquisition of securities by a director under an employee incentive scheme requires shareholder approval. The following information is provided for the purposes of ASX Listing Rule 10.15.

• (a) The maximum number of Performance Rights that can be acquired by Mr Jones, calculated in accordance with the Issue Formula set out above, is 2,850,000.

• (b) The price payable on the issue or exercise of each Performance Right is nil.

• (c) No Performance Rights have been granted under the Plan.

• (d) The Company's Managing Director is the only person referred to in ASX Listing Rule 10.14 who is entitled to participate in the Plan. Mr Jones is the Managing Director.

• (e) There is no loan proposed in relation to the proposed acquisition of the Performance Rights by Mr Jones.

• (f) The Performance Rights will be issued as soon as practicable following the receipt of the ASIC relief referred to in Resolution 1 above and, in any event, no later than 12 months after the General Meeting.

If the Plan is approved by Shareholders under Resolution 1 then the Company will be able to take advantage of ASX Listing Rule 7.2 (exception 9) and the issue of the Performance Rights will not count towards the Company’s annual 15% placement capacity under ASX Listing Rule 7.1.

If the Plan is not approved by Shareholders under Resolution 1 the Performance Rights are still intended to be granted (subject to Shareholder approval of Resolution 2). However, the issue of the Performance Rights will count towards the Company’s annual 15% placement capacity under ASX Listing Rule 7.1 (unless ratified by Shareholders at a later date).

Recommendation

The non-executive Directors are of the view that the remuneration for Mr Jones, including the grant of Performance Rights is reasonable having regard to the circumstances of the Company, the duties and responsibilities of Mr Jones as the Managing Director and market levels of remuneration for managing directors of similar companies.

The Board (other than Mr Jones) unanimously recommends that Shareholders vote in favour of Resolution 2.

The Chairman of the meeting intends to vote all undirected proxies in favour of Resolution 2.

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RESOLUTION 3 - APPROVAL OF ISSUE OF SHARES

Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued share capital in any 12 month period without Shareholder approval. The Board considers it would be prudent to have in place an authority to issue Shares in excess of the Company’s allowable (without Shareholder approval) 15% Share issue capacity should it be appropriate. Accordingly, approval is being sought to issue up to 30,000,000 Shares within 3 months of Shareholder approval, if the Board considers that appropriate.

If no Share issue is made pursuant to this resolution within the 3 months of its passing, then unless ASX agrees otherwise, Shareholder approval will lapse.

There is, at the date of this Notice, no proposal before the Board for the issue of these additional Shares. The object of this resolution is to give the Board flexibility should circumstance arise that such an issue is appropriate.

Listing Rule 7.3 contains certain requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) the maximum number of Shares that could be issued pursuant to Resolution 3 is 30,000,000;

• (b) the issue price of the Shares would be no less than 80% of the volume weighted average price of the Company's Shares for the last 5 days on which sales of Shares were recorded prior to an issue of the Shares;

• (c) the funds would be used to advance the Company’s portfolio of exploration projects and for working capital;

• (d) the Shares would be issued to sophisticated investors who would not be related parties of the Company;

• (e) any Shares issued pursuant to this Resolution 3 would be issued and allotted no later than 3 months after the date of the Meeting (or such later date as approved by ASX, if any);

• (f) the Shares would be allotted progressively;

• (g) any Shares issued pursuant to Resolution 3 would rank equally with existing Shares on issue; and

• (h) a voting exclusion statement is included in this Notice.

Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

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GLOSSARY

ACST: Australian Central Standard Time General Meeting or Meeting: means the meeting of Shareholders called by the notice of meeting of which this Explanatory Memorandum forms part. ASX: means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as appropriate. Board: means the board of the Directors of the Company. Constitution: means the constitution of the Company. Company: means Uranium Equities Limited (ACN 009 799 553). Corporations Act: means the Corporations Act 2001 (Cth). Directors: means the directors of the Company. Explanatory Memorandum: means this explanatory memorandum. Key Management Personnel: Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, as set out in the Company's most recent Remuneration Report . Listing Rules: means the listing rules of the ASX. Notice of Meeting or Notice: means the notice of meeting of which this Explanatory Memorandum forms part. Performance Right: is defined in the Explanatory Memorandum on Resolution 1. Resolution: means a resolution to be considered by the Shareholders at the General Meeting. Share: means a fully paid ordinary share in the capital of the Company. Shareholder: means a registered member of the Company. WST: means Western Standard Time.

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URANIUM EQUITIES LIMITED ACN 009 799 553

PROXY FORM

APPOINTMENT OF PROXY

I/We

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being a Shareholder of Uranium Equities Limited entitled to attend and vote at the General Meeting

appoint

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Name of proxy

or failing the person so named or, if no person is named, the Chairman of the General Meeting, as my/our proxy to act generally at the General Meeting on my/our behalf and to vote in accordance with the following directions (or, if no directions have been given, as the proxy sees fit) at the General Meeting of Uranium Equities Limited to be held at 10.00 am (WST) on 24 May 2013 at Level 2, 1292 Hay Street, West Perth, Western Australia and at any adjournment of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 2 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution	1	Approval of Employee Long Term Incentive Plan
Resolution	2	Grant of Performance Rights to Mr Bryn Jones
Resolution	3	Approval of Issue of Shares

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2013

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature Signature Signature

Director Director/Company Secretary Sole Director and Sole Company Secretary

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URANIUM EQUITIES LIMITED ACN 009 799 553

Instructions for Completing ‘Appointment of Proxy’ Form

1. A Shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholder’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a Shareholder of the Company.

3. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate is either included in the Notice of General Meeting or may be obtained from the Company’s share registry.

1. Completion of a proxy form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.

3. Please complete and sign the proxy form enclosed and either:

4. (a) send the proxy form by post to Uranium Equities Limited, Level 5, 29 King William Street, Adelaide, SA, 5000; or

5. (b) send the proxy form by facsimile to the Company on facsimile number (+61 8) 8110 0777,

so that it is received no later than 11.30 pm (ACST) on 22 May 2013, being not less than 48 hours prior to the commencement of the meeting. Proxy forms received later than this time will be invalid.

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Appointment of Corporate Representative

Section 250D of the Corporations Act 2001 (Cwlth)

This is to certify that by a resolution of the directors of:

……………………………………………………………………….………………….…..

( Company ), (Insert name of company)

the Company has appointed:

……………..……………………………………………………………………….………,

(Insert name of corporate representative)

in accordance with the provisions of section 250D of the Corporations Act 2001 (Cwlth), to act as the body corporate representative of that company at the General Meeting of Uranium Equities Limited to be held at 10.00am (WST) on 24 May 2013 at Level 2, 1292 Hay Street, West Perth, Western Australia and at any adjournments of that meeting.

DATED 2013 Executed by the Company ) )

in accordance with its constituent documents

............................................................… ............................................................. Signed by authorised representative Signed by authorised representative ............................................................… ............................................................. Name of authorised representative (print) Name of authorised representative (print) …………………………………………… …………………………………………. Position of authorised representative (print) Position of authorised representative (print)

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the following instructions to complete the Certificate of Appointment:

1. Execute the Certificate following the procedure required by your company’s constitution or other constituent documents.

2. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

3. Insert the date of execution where indicated.

4. Send or deliver the Certificate to Uranium Equities Limited registered office or fax the Certificate to the registered office at (+61 8) 8110 0777.

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