WESTWATER RESOURCES, INC. - Proxy Solicitation & Information Statement 2015

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
ý	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

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URANIUM RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
o	No fee required.
ý	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: For purposes of computing the filing fee, Anatolia Energy Limited ordinary shares
	(2)	Aggregate number of securities to which transaction applies: 100% of the share capital of Anatolia Energy Limited
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for purposes of calculating the filing fee, the underlying value of the transaction was calculated in accordance with Exchange Act Rules 14a-6(i)(1) and 0-11 as the product of
(i) 311,850,669 ordinary shares of Anatolia Energy Limited plus 115,699,125 ordinary shares underlying Anatolia Energy Limited's options and performance shares, representing the entire issued and to
be issued ordinary share capital of Anatolia Energy Limited, and (ii) $0.0515 representing the average of the high and low sales price of Anatolia Energy Limited ordinary shares as quoted on the Australian Securities Exchange on July 8,
2015, as converted to U.S. dollars based on an exchange rate of 0.7409 U.S. dollars for every one Australian dollar on July 8, 2015, such product representing the as-converted value of the Anatolia Energy Limited ordinary share capital to be
received by the registrant as the acquiring person.
	(4)	Proposed maximum aggregate value of transaction: $22,018,814
	(5)	Total fee paid: $2,559 (based upon the product of (i) $22,018,814 and (ii) the applicable fee rate of $116.20 per million dollars).
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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Dear URI Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Uranium Resources, Inc., to be held on [ ], at [ ], local time, at our headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

As previously disclosed, on June 3, 2015, URI entered into an agreement to acquire all of the outstanding securities of Anatolia Energy Limited in an all-stock transaction. Under the terms of the agreement, eligible Anatolia shareholders will receive 0.06579 shares of URI common stock in exchange for each Anatolia share, and eligible holders of Anatolia options and performance shares will receive replacement URI options and performance shares, by means of court-sanctioned schemes of arrangement under the Corporations Act 2001 (Cth) of Australia. The value of the URI shares to be received by Anatolia shareholders in the transaction will fluctuate with the market value of URI stock. Based on URI's 30-day volume weighted average share price to June 2, 2015 of $1.36 per share, Anatolia's 30-day volume weighted average share price to June 3, 2015 of A$0.078 per share, and a foreign exchange rate of 0.7772 U.S. dollars for every one Australian dollar on June 2, 2015, the value of the URI stock to be paid in the transaction represented approximately $0.089, or A$0.115, per Anatolia share. As of [ ], 2015, the most recent practicable date before the date of this proxy statement, each Anatolia share would be valued at $[ ], based on the closing price of $[ ] of URI common stock as of that date. Upon completion of the transaction, former Anatolia securityholders would own approximately 41% of the combined company, or approximately 44% on a fully-diluted basis, based on the number of URI and Anatolia securities outstanding as of July 8, 2015.

The Board of Directors of URI expects the transaction to provide significant strategic and financial benefits to the stockholders of URI, including providing URI with the potential to return to uranium production sooner than would otherwise be possible with URI's existing asset portfolio. Following closing of the transaction, URI and Anatolia will work together to advance the high-grade Temrezli project in central Turkey into production as quickly and efficiently as possible, with the possibility of reducing upfront capital costs by shipping URI's Rosita ISR processing plant from South Texas to Turkey, and leveraging URI's in-house experience and qualified personnel to reduce the engineering, procurement, and construction management (EPCM) costs associated with construction and development of the Temrezli Project.

The issuance of URI common stock to Anatolia securityholders in the transaction requires the approval of URI stockholders under the requirements of the NASDAQ Stock Market Listing Rules. At the annual meeting, you will be asked to consider and vote on a proposal to approve the issuance of shares of URI common stock in the transaction. Additionally, at the annual meeting you will also be asked to consider and vote upon the election of five nominees for director, the ratification of Hein & Associates LLP as our independent registered public accounting firm for 2015, and an advisory vote on our executive compensation. The attached notice of annual meeting and proxy statement provide additional information about the proposed transaction with Anatolia and all of the proposals.

After careful consideration, the Board of Directors of URI has unanimously determined that the proposed transaction with Anatolia is advisable and in the best interests of URI and its stockholders and, subject to the approval of the share issuance proposal by URI's stockholders, authorized and approved the issuance of URI common stock to Anatolia securityholders in the transaction. The Board therefore unanimously recommends that you vote "FOR" the share issuance proposal and "FOR" each of the other proposals to be considered and voted on at the annual meeting.

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Please read the accompanying proxy statement for information about the matters to be voted upon. Your vote is important. Whether or not you plan to attend the meeting in person, we urge you to submit your proxy as soon as possible via the internet, by telephone or by mailing the enclosed proxy card.

We are not asking for a proxy from Anatolia shareholders and Anatolia shareholders are requested not to send us a proxy (unless they are also URI stockholders). Other than Anatolia shareholders who are also URI shareholders, Anatolia shareholders are not entitled to vote on the matters described above. This proxy statement is not intended to and does not constitute or form part of any offer to sell or subscribe for, or any invitation to purchase or subscribe for, or the solicitation of an offer to purchase or otherwise subscribe for any securities, nor shall there be any sale, issuance or transfer of securities of URI or Anatolia in any jurisdiction in contravention of applicable laws. The accompanying proxy statement does not constitute a prospectus or prospectus equivalent document.

On behalf of the Board of Directors of URI, I thank you for your support and appreciate your consideration of this important matter.

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Very truly yours,
●
Christopher M. Jones President and Chief Executive Officer

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Centennial, Colorado [ ]

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this document, including the proposed transaction between URI and Anatolia and the issuance of URI common stock to Anatolia securityholders, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

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Uranium Resources, Inc. 6950 S. Potomac Street, Suite 300 Centennial, Colorado 80112 www.uraniumresources.com

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NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Uranium Resources, Inc.:

NOTICE IS HEREBY GIVEN that the 2015 Annual Meeting of the Stockholders of Uranium Resources, Inc. will be held on [ ], at [ ] , local time, at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112, for the following purposes:

The Board of Directors unanimously recommends that you vote "FOR" each of the proposals listed above.

The Board of Directors has fixed the close of business on [ ] as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. The proxy statement is dated [ ] and, together with the enclosed form of proxy card, is first being mailed to URI stockholders on or about [ ].

Stockholders are cordially invited to attend the meeting in person. Whether or not you plan to be present at the meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or vote all of your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote in person, should you later decide to attend the meeting. Please date and sign the enclosed proxy and return it promptly in the enclosed envelope, or vote over the telephone or Internet. Your vote is important.

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Centennial, Colorado [ ]
●
John W. Lawrence, Secretary

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on [ ]: The Notice of Annual Meeting, Proxy Statement and 2014 Annual Report to Stockholders are available at http://urre.client.shareholder.com

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QUESTIONS AND ANSWERS ABOUT THE MEETING	1
SUMMARY	8
The Companies	8
Meeting of URI Stockholders	9
The Transaction and the Transaction Agreement	10
URI Recent Developments	18
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF URANIUM RESOURCES, INC.	19
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ANATOLIA ENERGY LIMITED	20
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	21
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA	31
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION	32
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	34
RISK FACTORS	36
Risks Relating to the Transaction	36
Risks Relating to URI's Business and Operations	38
Risks Relating to Anatolia and the Combined Company	38
CURRENCIES	46
EXCHANGE RATE INFORMATION	47
THE MEETING	48
Purpose	48
Date, Time and Place	48
Record Date; Outstanding Shares; Shares Entitled to Vote	48
Quorum	48
Security Ownership of Certain Beneficial Owners and Management of URI Stock	48
Required Vote	49
Voting by Proxy	50
Board Recommendation	50
Solicitation of Proxies; Payment of Solicitation Expenses	50
Adjournments and Postponements	51
Other Business	51
Inspectors of Election	51
Questions	51
THE TRANSACTION	52
Background of the Transaction	52
URI Reasons for the Transaction	61
Anatolia Reasons for the Transaction	63
Recommendation of the URI Board	65
Opinion of Financial Advisor to the URI Board	65
Board of Directors and Management of the Combined Company Following the Transaction; Headquarters	72
Federal Securities Laws Consequences; Stock Transfer Restrictions	73

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Accounting Treatment	73
Material U.S. Federal Income Tax Consequences of the Transaction	73
No Dissenters or Appraisal Rights	74
Loan Agreement	74
Regulatory Approvals	74
Anatolia Securityholder Approval	75
NASDAQ Listing Notification Requirement	75
ASX Listing	75
INFORMATION ABOUT THE COMPANIES	77
Uranium Resources, Inc.	77
Anatolia Energy Limited	77
Management's Discussion and Analysis of Financial Condition and Results of
Operations	78
Anatolia Quantitative and Qualitative Disclosures About Financial, Credit and Liquidity Risk	82
THE TRANSACTION AGREEMENT	83
PROPOSAL 1 ISSUANCE OF URI SHARES PURSUANT TO THE TRANSACTION
AGREEMENT	102
PROPOSAL 2 ELECTION OF DIRECTORS	103
OWNERSHIP OF URI COMMON STOCK	108
Stock Ownership of Officers and Directors	108
Stock Ownership of Certain Beneficial Owners	108
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE	109
CORPORATE GOVERNANCE	109
Board of Directors	109
Board Leadership Structure	110
Director Independence	110
Arrangements Regarding Election of Directors	110
Communications with the Board of Directors	110
Committees of the Board of Directors	111
Codes of Ethics	113
Related Party Transactions	114
Compensation Committee Interlocks and Insider Participation	115
Board Oversight of Risk Management	115
AUDIT COMMITTEE REPORT	116
PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS	117
Audit and Non-Audit Fees	117
Audit Committee Pre-Approval Policies and Procedures	117
EXECUTIVES AND EXECUTIVE COMPENSATION	118
Executive Officers	118
Compensation Discussion and Analysis	119
2014 Summary Compensation Table	128
2014 Grants of Plan-Based Awards	129
Employment Agreements	129
2014 Outstanding Equity Awards at Fiscal Year-End	130
2014 Option Exercises and Stock Vested	131

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Potential Payments Upon Termination or Change in Control	131
Compensation Committee Report	132
PROPOSAL 4 ADVISORY APPROVAL OF COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS	133
2014 DIRECTOR COMPENSATION	134
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS	135
GENERAL	136
Other Business	136
Delivery of Stockholder Documents	136
2016 Stockholder Proposals	136
WHERE YOU CAN FIND ADDITIONAL INFORMATION	137
Where Stockholders Can Find More Information about URI	137
Where Stockholders Can Find More Information about Anatolia	138
INDEX TO ANATOLIA ENERGY LIMITED FINANCIAL STATEMENTS	F-1

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ANNEX A	Scheme Implementation Agreement	A-1
ANNEX B	Loan Agreement	B-1
ANNEX C	Opinion of Financial Advisor to the URI Board of Directors	C-1

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iii

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QUESTIONS AND ANSWERS ABOUT THE MEETING

The following are some questions that you, as a stockholder of Uranium Resources, Inc. ("URI" or the "Company"), may have regarding the proposed acquisition of Anatolia Energy Limited ("Anatolia") by URI (the "Transaction") and the other matters being considered at the 2015 Annual Meeting of Stockholders (the "Annual Meeting"), as well as answers to those questions. URI urges you to read this proxy statement carefully and in its entirety because the information in this section does not provide all of the information that might be important to you with respect to the Transaction and the other matters being considered at the meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

Q: What is the Transaction Agreement and the Transaction? A: On June 3, 2015, URI and Anatolia entered into a scheme implementation agreement, which we refer to as the Transaction Agreement, pursuant to which URI will acquire all of Anatolia's issued and outstanding ordinary shares and Anatolia will become a wholly-owned subsidiary of URI. The Transaction Agreement also contemplates the acquisition of all outstanding Anatolia options and performance shares in exchange for URI options and URI performance shares. The acquisition of Anatolia shares, options and performance shares in accordance with the Transaction Agreement is referred to, collectively, as the Transaction. For more information about the Transaction and the Transaction Agreement, see the sections entitled "The Transaction" and "The Transaction Agreement" beginning on pages [ ] and [ ] of this proxy statement, respectively. A copy of the Transaction Agreement is attached to this proxy statement as Annex A .

Q: Why did URI enter into the Transaction Agreement? A: The Board of Directors of URI expects the Transaction to provide significant strategic and financial benefits to the stockholders of URI, including providing URI with the potential to return to uranium production sooner than would otherwise be possible with URI's existing asset portfolio. Following closing of the Transaction, URI and Anatolia will work together to advance the high-grade Temrezli project in central Turkey into production as quickly and efficiently as possible, with the possibility of reducing upfront capital costs by shipping URI's Rosita ISR processing plant from South Texas to Turkey, and leveraging URI's in-house experience and qualified personnel to reduce the EPCM costs associated with construction and development of the Temrezli Project.

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Q: Why am I receiving this proxy statement? A: You are receiving this proxy statement because you have been identified as a holder of URI common stock as of the close of business on [ ], the record date for the 2015 Annual Meeting of Stockholders. This proxy statement is being used to solicit proxies on behalf of the URI Board of Directors for the Annual Meeting. Q: When and where will URI hold its meeting? A: The meeting will be held at [ ], local time on [ ], at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112. Q: What am I being asked to vote upon at the meeting? A: URI's stockholders are being asked to consider and vote upon the following proposals:

Q: Am I being asked to vote to approve the Transaction? A: No. However, you are being asked to approve the issuance of URI common stock, including URI common stock underlying replacement options and performance shares, to Anatolia securityholders as consideration for the Transaction. This issuance is a condition to the closing of the Transaction. Therefore, approval of the Share Issuance Proposal is required for us to complete the Transaction. This will be the only opportunity for our shareholders to consider and vote upon the Transaction. Q: What is required to complete the Transaction? A: In order to complete the Transaction, URI stockholders must approve Proposal 1, authorizing the issuance of shares of URI common stock to Anatolia securityholders in the Transaction. In addition, all other conditions to the Transaction set forth in the Transaction Agreement must be satisfied or waived. For a more complete discussion of the conditions to closing, see the section entitled "The Transaction AgreementConditions to Completion of the Transaction" on page [ ] of this proxy statement. Anatolia will hold separate meetings of its shareholders, option holders and performance shareholders to obtain the required approval of the Transaction. Q: What will I receive in the Transaction? A: URI stockholders will continue to own their existing shares of URI common stock after the Transaction. Immediately after the completion of the Transaction, URI's existing stockholders will own collectively approximately 59% of the outstanding common stock of the combined company, and Anatolia's former shareholders will own collectively approximately 41% of the outstanding common stock of the combined company.

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Q: When do you expect the Transaction to be completed? A: We anticipate that the Transaction will close late in the third quarter or early in the fourth quarter of 2015. For more information, see "The Transaction AgreementEffective Time; Closing Date" on page [ ] of this proxy statement. Q: Am I entitled to appraisal rights? A: No. Under Delaware law, holders of shares of URI common stock are not entitled to appraisal rights in connection with the Transaction or any of the matters to be acted on at the Annual Meeting. Q: Is the Transaction expected to be taxable to stockholders? A: URI's existing stockholders will simply retain their shares of URI common stock in the Transaction, and accordingly there will be no material U.S. federal income tax consequences to URI's existing stockholders resulting from the issuance of URI shares in the Transaction. Q: What will the Anatolia securityholders be asked to vote upon? A: Anatolia securityholders will not be asked to vote on any of the proposals to be considered and voted upon at the URI Annual Meeting. Rather, Anatolia will hold separate meetings of its securityholders, pursuant to Australian corporate law. Q: Who is eligible to vote at the Annual Meeting? A: Only URI shareholders' proxies are being solicited. We are not soliciting any proxies or votes from Anatolia shareholders through this proxy statement. If you are an Anatolia shareholder and are not a URI shareholder, and you have received or gained access to this proxy statement, you should disregard it completely and should not treat it as any solicitation of your proxy, vote or support on any matter. If you are both a URI shareholder and an Anatolia shareholder, you should treat this proxy statement as soliciting only your proxy with respect to the URI shares held by you and should not treat it as an offer or invitation to subscribe or purchase URI shares or as a solicitation of your proxy, vote or support on any matter with respect to your Anatolia shares.

Q: How many votes do URI's stockholders have? A: Holders of URI's common stock are entitled to cast one vote on each motion properly brought before the Annual Meeting for each share of URI common stock that such holder owned at the close of business on the record date.

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Q: What vote by the URI stockholders is required to approve the Share Issuance Proposal and the Annual Meeting Proposals? A: Approval of the Share Issuance Proposal requires the affirmative vote of a majority of the total votes cast on the proposal. The Company's directors are elected by a plurality and the five nominees for director who receive the most votes for their nomination will be elected to the Board of Directors. Shares that are voted " WITHHOLD " in regards to a director nominee will not be counted toward such nominee's election and will have no effect on the outcome of the election. The remaining proposals, including for ratification of the appointment of the independent registered public accountants and for approval, by non-binding vote, of the compensation of our named executive officers, require the affirmative vote of a majority of the total votes cast on the proposal. In all cases abstentions and broker non-votes will not be treated as votes cast on the proposal and thus will have no effect on the outcome of the vote. Q: Why is my vote important? What happens if I don't vote? A: In order to complete the Transaction, URI stockholders must approve the Share Issuance Proposal. If you abstain from voting, fail to vote (either in person or by proxy), or fail to provide your broker, bank or other nominee with instructions on how to vote your shares in connection with the Share Issuance Proposal, your shares will not be treated as votes cast on the Share Issuance Proposal and thus will have no effect on the outcome of the vote.

Q: Why am I being asked to consider and vote upon a proposal to approve the issuance of shares of URI common stock to Anatolia shareholders contemplated by the Transaction Agreement? A: Because URI common stock is listed on the NASDAQ Capital Market, issuances of URI common stock are subject to the NASDAQ Stock Market Listing Rules. NASDAQ Stock Market Listing Rule 5635(a) requires stockholder approval for the issuance of URI common stock in connection with the acquisition of the stock or assets of another company if the number of shares of common stock to be issued equals or exceeds 20% of the number of shares of common stock outstanding before the proposed issuance. Because URI would issue a number

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Q: How does URI's Board of Directors recommend that I vote? A: URI's Board of Directors unanimously recommends that you vote " FOR " the Share Issuance Proposal and each of the Annual Meeting Proposals to be considered and voted upon at the Annual Meeting. Q: Do any executive officers or directors of URI have interests in the Transaction or the issuance of URI common stock to Anatolia securityholders that may be different from, or in addition to, those of other shareholders? A: None of URI's directors or executive officers has any substantial financial interest, direct or indirect, in the Transaction or the issuance of URI common stock to Anatolia securityholders, other than being a director or executive officer and a shareholder of URI. Q: What agreements has URI entered into in connection with the Transaction? A: In addition to the Transaction Agreement, URI and Anatolia entered into a Loan Agreement, dated June 22, 2015 (the "Loan Agreement"), pursuant to which URI is providing a secured convertible loan facility to Anatolia under which Anatolia may draw up to A$2.0 million (approximately US$1.6 million). URI advanced A$1.0 million to Anatolia following the closing of the Loan Agreement. A copy of the Loan Agreement is attached to this proxy statement as Annex B . Q: What does it mean if I receive more than one set of materials? A: This means you own shares of URI common stock that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker, bank or other nominee. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return each of the proxy cards and voting instruction forms that you receive, or vote all of your shares over the telephone or over the Internet in accordance with the instructions provided in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope and control number(s). If you vote by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card or voting instruction form, and if you vote by telephone or via the Internet, please follow the enclosed instructions and use your control number(s). Q: What constitutes a quorum for the Annual Meeting? A: The presence in person or by proxy of the holders of one-third of the votes entitled to be cast at the Annual Meeting constitutes a quorum under URI's bylaws. URI will treat shares of common stock represented by a properly signed and returned proxy, including abstentions and broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the Annual Meeting until a quorum is obtained. Q: What do I need to do now and how do I vote? A: Please read this proxy statement carefully, including its annexes, to consider how the Transaction and the other proposals affect you.

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Q: What happens if I sell my shares of common stock before the Annual Meeting? A: The record date for stockholders entitled to vote at the meeting is earlier than the date of the meeting. If you transfer your shares of URI common stock after the record date but before the date of the meeting, you will retain your right to vote at the meeting unless arrangements are made between you and the person to whom you transfer your shares. Q: May I vote in person? A: If you are the stockholder of record of shares of URI common stock, you may vote in person at the meeting with respect to those shares. If you are the beneficial owner of shares held in "street name," you are invited to attend the meeting but, since you are not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a legal proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the meeting. Q: How can I change or revoke my vote? A: If you are the stockholder of record of shares of URI common stock, you have the right to revoke a proxy, delivered by mail, by telephone, or over the Internet, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by delivering written notice of revocation to our Corporate Secretary by the time the meeting begins, or by attending the meeting and voting in person.

ZEQ.=6,SEQ=13,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=125614,FOLIO='6',FILE='DISK131:[15ZBW1.15ZBW17601]CA17601A.;8',USER='DNICHOL',CD='13-JUL-2015;14:37'

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Q: Who can help answer my questions? A: The information provided above in the question-and-answer format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the entire proxy statement, including its annexes. If you would like additional copies of this proxy statement, without charge, or if you have questions about the Transaction, including the procedures for voting your shares, you should contact us at: Uranium Resources, Inc., Attention: Corporate Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, or by calling (303) 531-0470.

ZEQ.=7,SEQ=14,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=479770,FOLIO='7',FILE='DISK131:[15ZBW1.15ZBW17601]CA17601A.;8',USER='DNICHOL',CD='13-JUL-2015;14:37' THIS IS THE END OF A COMPOSITION COMPONENT

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SUMMARY

This proxy statement is being furnished to the stockholders of URI in connection with the solicitation of proxies by our Board of Directors for use at the Annual Meeting to be held on [ ] at [ ], local time, and at any reconvened meeting following any adjournment or postponement thereof. The meeting will be held at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

The following summary highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, you are urged to read carefully this entire proxy statement, including the attached annexes, and the other documents to which this proxy statement refers you in order for you to fully understand the proposals described in this summary. See "Where You Can Find More Information" beginning on page [ ] of this proxy statement. Each item in this summary refers to the page of this proxy statement on which that subject is discussed in more detail.

The functional currency of URI is the United States ("U.S.") dollar. Unless otherwise specified, all references to "dollars," "$," or "US$" shall mean U.S. dollars. Anatolia Energy Limited ("Anatolia") uses the Australian dollar ("A$") as its functional currency.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Companies (Page [ ])

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Uranium Resources, Inc.

Uranium Resources, Inc. is a uranium exploration, development and production company. URI was organized in 1977 to acquire and develop uranium projects in South Texas using the in-situ recovery (ISR) process. URI has historically produced uranium by ISR methods in the State of Texas where URI currently has ISR projects and two licensed processing facilities. URI also has approximately 195,000 acres of mineral holdings in the prolific Grants Mineral Belt of the State of New Mexico (which amount includes URI's Roca Honda Project, currently the subject of a sales process) and 17,000 acres in the South Texas uranium province. URI has a Nuclear Regulatory Commission ("NRC") license to produce up to 3,000,000 pounds per annum of uranium on certain of its New Mexico projects. URI acquired these properties over the past 25 years along with an extensive information database of historic drill-hole logs and analyses. None of URI's properties are currently in production.

URI's common stock is listed on the NASDAQ Capital Market under the symbol "URRE."

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Anatolia Energy Limited

Anatolia Energy Limited is a uranium exploration and development company holding a portfolio of licenses within the Republic of Turkey. Anatolia has a 100% interest in nine licenses covering over 18,000 hectares of ground (or approximately 44,500 acres), including several advanced exploration and development opportunities, in the central Anatolian region of Turkey.

ZEQ.=1,SEQ=15,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=321406,FOLIO='8',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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Anatolia has completed a pre-feasibility study for the development of its Temrezli ISR Project, which is premised on the construction of a central processing plant at the Temrezli site, and will process uranium bearing solutions from the Temrezli well field, with potential to process uranium-loaded resin transported from any satellite uranium deposits developed in the future from Anatolia's other projects in the region.

Anatolia's common stock is listed on the Australian Securities Exchange under the symbol "AEK."

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Meeting of URI Stockholders (Page [ ])

At the meeting, stockholders will be asked to vote on the following matters:

The meeting will be held on [ ] at [ ], local time at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Record Date for the Annual Meeting (Page [ ])

You can vote at the meeting all of the shares of URI common stock you held of record as of the close of business on [ ], which is the record date for the Annual Meeting. As of the close of business on the record date, there were [ ] shares of URI common stock outstanding and entitled to vote at the Annual Meeting.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Recommendation of the URI Board of Directors (Page [ ])

URI's Board of Directors unanimously recommends that you vote " FOR " the Share Issuance Proposal and each of the other proposals to be considered and voted upon at the Annual Meeting. In connection with its decision to recommend that you vote " FOR " the Share Issuance Proposal, URI's Board of Directors has determined that it is advisable and in the best interests of URI and its stockholders to issue the URI shares in connection with the Transaction. See "The TransactionURI Reasons for the Transaction" beginning on page [ ] of this proxy statement and "The TransactionRecommendation of the URI Board of Directors" beginning on page [ ] of this proxy statement for more information about the factors considered by URI's Board of Directors.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Required Vote (Page [ ])

Each share of URI common stock is entitled to one vote at the meeting. The presence in person or by proxy of the holders of one-third of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Votes " FOR " and " AGAINST " or " WITHHOLD ," and abstentions and broker non-votes will all be counted as present to determine whether a quorum has been established.

Approval of the Share Issuance Proposal requires the affirmative vote of a majority of the total votes cast on the proposal. The Company's directors are elected by a plurality and the five nominees for director who receive the most votes for their nomination will be elected to the Board of

ZEQ.=2,SEQ=16,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=156089,FOLIO='9',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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Directors. Shares that are voted " WITHHOLD " in regards to a director nominee will not be counted toward such nominee's election and will have no effect on the outcome of the election. The remaining proposals, including for ratification of the appointment of the independent registered public accountants and for approval, by non-binding vote, of the compensation of our named executive officers, require the affirmative vote of a majority of the total votes cast on the proposal. In all cases abstentions and broker non-votes will not be treated as votes cast on the proposal and thus will have no effect on the outcome of the vote.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Security Ownership of Certain Beneficial Owners and Management of URI Stock (Page [ ])

As of the record date, directors and executive officers of URI as a group beneficially owned and were entitled to vote approximately [ ] shares of URI common stock, representing approximately [ ]% of the shares of URI common stock issued and outstanding. All of the directors and executive officers of URI who are entitled to vote at the Annual Meeting have advised URI that they intend to vote their shares of URI common stock in favor of each of the proposals, although such persons have not entered into agreements obligating them to do so.

In addition, Resource Capital Fund V L.P., which beneficially owned approximately [ ]% of URI's common stock as of the record date, has publicly indicated its support for the Share Issuance Proposal, although RCF has not entered into any agreement obligating it to vote in favor of the Share Issuance Proposal or any other proposal before the Annual Meeting.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Transaction (Page [ ]) and the Transaction Agreement (Page [ ])

The terms and conditions of the Transaction are contained in the Transaction Agreement, which is attached to this proxy statement as Annex A . We encourage you to read the Transaction Agreement carefully, as it is the legal document that governs the Transaction.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Consideration (Page [ ])

Under the terms of the Transaction Agreement, eligible Anatolia shareholders will receive 0.06579 shares of URI common stock in exchange for each Anatolia share, and eligible holders of Anatolia options and performance shares will receive replacement URI options and performance shares, by means of court-sanctioned schemes of arrangement under the Corporations Act 2001 (Cth) of Australia. The value of the URI shares to be received by Anatolia shareholders in the Transaction will fluctuate with the market value of URI stock. Based on URI's 30-day volume weighted average share price to June 2, 2015 of $1.36 per share, Anatolia's 30-day volume weighted average share price to June 3, 2015 of A$0.078 per share, and a foreign exchange rate of 0.7772 U.S. dollars for every one Australian dollar on June 2, 2015, the value of the URI stock to be paid in the Transaction represented approximately $0.089, or A$0.115, per Anatolia share. As of [ ], 2015, the most recent practicable date before the date of this proxy statement, each Anatolia share would be valued at $[ ], based on the closing price of $[ ] of URI common stock as of that date. Upon completion of the Transaction, former Anatolia securityholders would own approximately 41% of the combined company, or approximately 44% on a fully-diluted basis, based on the number of URI and Anatolia securities outstanding as of July 8, 2015.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Treatment of Anatolia Options and Performance Shares (Page [ ])

Pursuant to the Transaction Agreement, Anatolia optionholders will receive URI options on the implementation date as follows: (i) such number of URI options as would have a Black-Scholes value equivalent to the Black-Scholes value of the Anatolia options; (ii) having the same term to expiry as the Anatolia options and an exercise price equal to the exercise price of the Anatolia options divided by the exchange ratio; (iii) subject to the same vesting period and conditions as the

ZEQ.=3,SEQ=17,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=466127,FOLIO='10',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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Anatolia option; and (iv) if the Anatolia option is quoted on the ASX, represented by an option CDI (as defined below under on the ASX.

For Anatolia options held in joint names, URI will issue URI options (or option CDIs, as defined herein) to the joint holders and will send a holding statement in respect of the URI options (or option CDIs) to the holder whose name appears first in the Anatolia register as at the record date.

Anatolia performance shareholders will receive one URI performance share for each Anatolia performance share as follows: (i) having the same term to expiry as the Anatolia performance share; (ii) convertible into a number of URI shares equivalent to the number of Anatolia shares to which the Anatolia performance share is convertible multiplied by the exchange ratio; and (iii) subject to the same vesting period and conditions as the Anatolia performance share.

For Anatolia performance shares held in joint names, URI will issue URI performance shares to the joint holders and will send a holding statement in respect of the URI performance shares to the holder whose name appears first in the Anatolia performance share register as at the record date.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Opinion of Financial Advisory to the URI Board of Directors (Page [ ])

On May 28, 2015, Roth Capital Partners, LLC ("Roth"), financial advisor to URI, rendered its written opinion to the URI Board of Directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Roth as set forth in its written opinion, the share exchange ratio and the aggregate consideration to be paid to Anatolia securityholders pursuant to the Transaction Agreement was fair from a financial point of view to URI stockholders. For a full description of the opinion of URI's financial advisor, see the section entitled "The TransactionOpinion of Financial Advisor to the URI Board" beginning on page [ ] of this proxy statement.

The full text of Roth's written opinion to the URI board, dated May 28, 2015, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Roth in rendering its opinion, is attached as Annex C to this proxy statement. The summary of Roth's opinion included in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Roth's opinion and the summary of Roth's opinion beginning on page [ ] of this proxy statement carefully and in their entirety. Roth's opinion was provided to the URI board for the benefit of the URI board, in its capacity as such, and addressed only the fairness to URI stockholders, from a financial point of view, of the share exchange ratio and the aggregate consideration payable to Anatolia securityholders pursuant to the Transaction Agreement as of the date of the opinion and did not address any other aspects or implications of the Transaction. Roth's opinion was not intended to, and does not, constitute advice or a recommendation as to how URI stockholders should vote at any stockholder's meeting to be held in connection with the Transaction or take any other action with respect to the Transaction.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Accounting Treatment

In accordance with US GAAP, the merger will be accounted for as a business combination using the acquisition method of accounting. URI will be treated as the acquiror for accounting purposes.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board of Directors and Management Following the Transaction

Following effectiveness of the Transaction, two of Anatolia's current directors will be invited to join the URI Board of Directors, one of whom is expected to be Anatolia's Managing Director, Paul

ZEQ.=4,SEQ=18,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=931764,FOLIO='11',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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Cronin. It has been agreed that the total URI board size will be comprised of no more than seven directors in total, including the two appointees from Anatolia.

Christopher M. Jones will remain as URI's President and Chief Executive Officer.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Material U.S. Federal Income Tax Consequences of the Transaction

There are no material U.S. federal income tax consequences to URI's existing stockholders that will result from the issuance of URI shares in the Transaction.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" No Appraisal Rights

Under the General Corporation Law of the State of Delaware, URI's restated certificate of incorporation and URI's amended and restated bylaws, the holders of URI common stock will not be entitled to dissenter's rights or appraisal rights in connection with the issuance of URI common stock pursuant to the Transaction Agreement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Regulatory and Other Approvals

Under the Corporations Act 2001 (Cth), each of the schemes of arrangement comprising the Transaction must be approved by the relevant class of Anatolia securityholders and a Supreme or Federal Court of Australia (expected to be the Federal Court of Australia) to become effective. The Corporations Act 2001 (Cth) expressly prevents a court from granting approval unless:

If the Transaction is approved at the Anatolia securityholder meetings and all other conditions to the Transaction are satisfied, Anatolia will seek to obtain court approval of each of the schemes of arrangement comprising the Transaction at the second court hearing. The second court hearing is expected to occur on or about [ ].

If the court approves the schemes of arrangement comprising the Transaction at the second court hearing, a copy of the court order will be filed with ASIC and the schemes comprising the Transaction will become binding on all classes of Anatolia ordinary shareholders, optionholders and performance shareholders, including those who voted against the Transaction (referred to herein as the "effective date of the scheme of arrangement").

Trading in Anatolia's quoted securities on the ASX (including ordinary shares and certain series of options that are quoted on ASX) will be suspended from the close of trading on the effective date of the schemes of arrangement, which is anticipated to be shortly after the court approval of the schemes. A record date (which is expected to be the fifth business day following the effective date of the schemes of arrangement) will be set to determine the Anatolia securityholders entitled to receive securities in URI as consideration for the Transaction. The Transaction consideration will be provided to Anatolia securityholders [five] business days after such record date and the Transaction

ZEQ.=5,SEQ=19,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=876994,FOLIO='12',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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will be deemed to have been completed or implemented on that date (referred to herein as the "implementation date").

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Covenants and Agreements

Each of the parties has agreed that, during the period from the date of the Transaction Agreement up to and including the implementation date, the party must conduct its business, and cause its subsidiaries to conduct their businesses, in the ordinary and usual course of business, subject to specific limitations and exceptions therefrom. The parties also have agreed to provide each other informed of material developments and cooperate on the implementation of the Transaction.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Listing of URI Shares, CDI Shares and CDI Options

The Transaction Agreement provides Anatolia shareholders the choice of receiving URI shares listed on the NASDAQ Capital Market or CHESS depositary interests ("CDIs") representing a unit of beneficial ownership in a URI share registered in the name of CHESS Depositary Nominees Pty Limited ("CDN"), which CDIs are expected to trade on the Australian Securities Exchange ("ASX").

The Transaction Agreement also provides that holders of Anatolia options that are currently listed on ASX will receive CDIs, representing a unit of beneficial ownership in a URI options, registered in the name of CDN, which CDIs are expected to trade on the ASX.

The Transaction Agreement provides that URI do everything reasonably necessary to ensure that the URI shares issued in the Transaction are approved for official quotation on NASDAQ and that trading in such shares commences by the first business day after the implementation date. In regards to those Anatolia shareholders who elect to receive CDIs, the Transaction Agreement provides that URI must allot and issue URI Shares to CDN, to be held on trust for the electing shareholders, in accordance with the Share Scheme on terms such that each New URI Share will rank equally in all respects with each existing URI Share. In regards to the holders of Anatolia options that are currently listed on ASX, the Transaction Agreement provides that URI must allot and issue URI options to CDN, to be held on trust for the electing optionholders, in connection with the issuance of CDIs to such optionholders and in accordance with the Option Scheme.

URI must also do everything reasonably necessary to ensure that the URI shares underlying the CDIs are approved for official quotation on NASDAQ, that the URI shares and URI options are approved for official quotation on the ASX in the form of CDIs, and that trading in the CDIs commences by the first business day after the implementation date.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Conditions to Completion of the Transaction

Conditions to the Obligations of Each Party. The Transaction Agreement provides that the obligations of the parties to complete the Transactions contemplated by the Transaction Agreement are subject to the satisfaction of each of the following conditions precedent to the extent and in the manner set out in the Transaction Agreement, none of which, other than as set forth in (b) below, may be waived by the parties:

ZEQ.=6,SEQ=20,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=771839,FOLIO='13',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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Additional conditions to the obligations of URI. The obligations of URI to complete the Transaction as contemplated by the Transaction Agreement are also subject to the following conditions precedent, each of which may be waived by URI:

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Additional conditions to the obligations of Anatolia. The obligations of Anatolia to complete the Transaction as contemplated by the Transaction Agreement also are subject to the following conditions precedent, each of which may be waived by Anatolia:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Termination of the Transaction Agreement; End Date

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Convertible Loan Agreement

On June 22, 2015, URI and Anatolia entered into a Loan Agreement (the "Loan Agreement"), pursuant to which URI is providing a secured convertible loan facility to Anatolia under which Anatolia may draw up to A$2.0 million (approximately US$1.6 million). URI advanced A$1.0 million to Anatolia following the closing of the Loan Agreement. Subject to the satisfaction of certain conditions, another A$1.0 million will be available to Anatolia following September 15, 2015.

ZEQ.=9,SEQ=23,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=623890,FOLIO='16',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Interests of URI's Executive Officers and Directors in the Transaction (Page [ ])

None of URI's directors or executive officers has any substantial financial interest, direct or indirect, in the Transaction or the issuance of URI common stock to Anatolia securityholders in the Transaction, other than being a director or executive officer and a stockholder of URI.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Questions

If you would like to receive additional copies of this proxy statement, without charge, or if you have questions about the Annual Meeting, including the procedures for voting your shares, you should contact us at: Uranium Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, or by calling (303) 531-0470.

ZEQ.=10,SEQ=24,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=572799,FOLIO='17',FILE='DISK131:[15ZBW1.15ZBW17601]CC17601A.;10',USER='ABEAULI',CD='13-JUL-2015;17:54' THIS IS THE END OF A COMPOSITION COMPONENT

URI Recent Developments

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Purchase and Exchange Agreement with Energy Fuels

On June 26, 2015, URI and certain of its subsidiaries entered into a Purchase and Exchange Agreement (the "Purchase and Exchange Agreement") with Energy Fuels Inc. and a subsidiary of Energy Fuels Inc. (collectively, "Energy Fuels"), pursuant to which subsidiaries of URI will transfer ownership of URI's Roca Honda Project, including mineral fee lands and unpatented lode mining claims in Sections 8 and 17 of Township 13 North, Range 8 West, covering approximately 1,240 acres, and 3,382 acres of leased claims, to Energy Fuels. In exchange, Energy Fuels will deliver to URI or its subsidiaries (i) $2.5 million in cash, (ii) $375,000 value in Energy Fuels Inc.'s shares, based on the volume weighted average price of Energy Fuels' stock on the NYSE MKT stock exchange for the 20 trading days ending on May 26, 2015 and subject to a four-month hold period from the date of closing, (iii) Energy Fuels' 4% gross royalty covering 5,640 acres on seven mineral leases in the State of Wyoming at the Kendrick and Barber areas of the Lance uranium in-situ recovery project, which is currently under construction by Peninsula Energy Limited, and (iv) unpatented lode mining claims covering 640 acres in Section 4 of Township 16 North, Range 18 West, located near Churchrock, New Mexico, which are contiguous with URI's Churchrock Project, as well as claims in Section 34 and leases from the State of New Mexico in Sections 32 and 36, all situated in Township 17 North, Range 16 West.

A subsidiary of URI will also retain a 4% royalty on Section 17 of the Roca Honda project. The royalty can be repurchased by Energy Fuels upon payment to the URI subsidiary of $5.0 million cash at any time at Energy Fuel's sole discretion prior to the date on which the first royalty payment becomes due.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Acquisition of Data for the Butler Ranch Project in South Texas

On July 7, 2015, URI announced that it has acquired an extensive data set containing historical mineral resource estimates as well as over 2,000 drilling logs, geologic and other data (the "Mineral Data") for URI's Butler Ranch Project in South Texas. The Mineral Data contains: (i) historical uranium mineral resource estimates, (ii) gamma-ray and geologic logs from more than 2,000 exploration and definition drill holes, and (iii) maps, cross-sections and other geologic support information.

The historical resource estimates, logs, geological maps and reports were prepared by Conoco, the former project operator, and are being acquired from a private party for $150,000. The parties will later negotiate the details of a 1% royalty on future production from URI's Butler Ranch properties.

For additional information regarding these recent developments, please see the recent public filings made with the SEC in respect of URI, including the Current Report on Form 8-K filed by URI on July 7, 2015 and the Current Report on Form 8-K filed by URI on June 26, 2015.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF URANIUM RESOURCES, INC.

The following table sets forth selected consolidated financial data for URI. The data should be read in conjunction with URI's audited consolidated historical financial statements and related notes included in URI's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and URI's unaudited condensed consolidated historical financial statements and related notes included in URI's Quarterly Report on Form 10-Q for the three months ended March 31, 2015. See "Where You Can Find More Information" beginning on page [ ] of this proxy statement for information regarding how you can view URI's periodic reports filed with the SEC. The summary financial data for the three months ended March 31, 2015 and March 31, 2014 are unaudited, but in the opinion of URI's management reflect all adjustments of a normal recurring nature necessary for a fair statement of URI's financial position and results of operations at the dates and for the periods indicated. The results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year.

URI's historical financial data may not be indicative of the results of operations or financial position to be expected in the future.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

(USD in thousands) Results of operations	For the three months ending March 31, — 2015		2014		For the years ending December 31, — 2014		2013
	(unaudited)		(unaudited)
Net loss	$ (3,761	)	$ (3,460	)	$ (10,684	)	$ (20,294	)
Basic loss per share	$ (0.14	)	$ (0.15	)	$ (0.44	)	$ (1.06	)

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

(USD in thousands) Financial position	As of March 31, — 2015	As of December 31, — 2014	2013
	(unaudited)
Cash and cash equivalents	$ 8,381	$ 5,570	$ 1,117
Working capital/(deficit)	6,792	3,761	(1,226	)
Net property, plant and equipment	32,645	32,730	30,841
Total assets	46,023	43,104	36,655
Total convertible debt	4,794	4,345	1,025
Total derivative liabilities			2,169
Total liabilities	12,452	11,967	11,411
Total stockholders' equity	$ 33,571	$ 31,137	$ 25,244

end of user-specified TAGGED TABLE

ZEQ.=2,SEQ=26,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=850074,FOLIO='19',FILE='DISK131:[15ZBW1.15ZBW17601]CE17601A.;9',USER='BKYNARD',CD='13-JUL-2015;13:40'

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ANATOLIA ENERGY LIMITED

The following tables set forth the selected historical consolidated financial and operating data for Anatolia. The selected consolidated statement of operations data for the fiscal years ended June 30, 2014 and 2013 and the selected balance sheet data as of June 30, 2014 and 2013 are derived from Anatolia's audited consolidated financial statements included in [ ] to this proxy statement. The summary financial data for the nine months ended March 31, 2015 and 2014 have been derived from Anatolia's unaudited consolidated interim financial statements included in [ ] to this proxy statement. Anatolia's unaudited consolidated interim financial data, in the opinion of Anatolia's management, reflect all adjustments of a normal recurring nature necessary for a fair statement of Anatolia's financial position and results of operations at the dates and for the periods indicated. The results for the nine months ended March 31, 2015 are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year. All financial information is presented in Australian dollars and has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Anatolia's historical financial data may not be indicative of the results of operations or financial position to be expected in the future.

You should read this selected historical consolidated financial data of Anatolia in conjunction with the section entitled "Information About the CompaniesAnatolia Management's Discussion and Analysis of Financial Condition and Results of Operations" and with Anatolia's consolidated financial statements and the related notes to those financial statements included in [ ] to this proxy statement.

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(AUD in thousands) Results of operations	For the nine months ending March 31, — 2015		2014		For the years ending June 30, — 2014		2013
	(unaudited)		(unaudited)
Net loss	$ (1,410	)	$ (1,560	)	$ (2,129	)	$ (961	)
Comprehensive loss	(175	)	(1,633	)	(2,153	)	(682	)
Basic loss per share	$ (0.51	)	$ (0.79	)	$ (1.00	)	$ (0.60	)

end of user-specified TAGGED TABLE

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(AUD in thousands) Financial position	As of March 31, — 2015	As of June 30, — 2014	2013
	(unaudited)
Cash and cash equivalents	$ 2,940	$ 1,168	$ 1,393
Working capital/(deficit)	2,406	965	1,379
Exploration and evaluation assets	21,617	17,699	14,685
Total assets	25,449	19,527	16,551
Total liabilities	610	310	408
Total stockholders' equity	$ 24,839	$ 19,217	$ 16,143

end of user-specified TAGGED TABLE

ZEQ.=3,SEQ=27,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=758723,FOLIO='20',FILE='DISK131:[15ZBW1.15ZBW17601]CE17601A.;9',USER='BKYNARD',CD='13-JUL-2015;13:40' THIS IS THE END OF A COMPOSITION COMPONENT

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial statements of URI and Anatolia, and have been adjusted to reflect the Transaction. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 gives effect to the Transaction as if it had occurred on March 31, 2015. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2015 and for the year ended December 31, 2014 both give effect to the Transaction as if it had occurred on January 1, 2014. Additionally, URI's unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 gives effect to URI's proposed divestiture of its Roca Honda Project which is currently anticipated to close during the third quarter of 2015. The pro formas are presented for illustrative purposes only and do not necessarily reflect the results of operations or the financial position of URI that actually would have resulted had the Transaction occurred at the dates indicated, or project the results of operations or financial position of URI for any future date or period.

The pro formas should be read in conjunction with the historical financial statements of URI and Anatolia including the notes thereto, which are included or incorporated by reference elsewhere in this proxy.

Anatolia's historical consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), which differ in certain respects from the accounting principles generally accepted in the United States of America ("US GAAP"). Adjustments were made to Anatolia's financial statements to convert those from IFRS to US GAAP as well as reclassifications to conform Anatolia's historical accounting presentation to URI's accounting presentation. Adjustments were also made to translate Anatolia's financial statements from Australian dollars to U.S. dollars based on applicable historical exchange rates, which may differ from future exchange rates. These adjustments reflect URI's best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained.

The Transaction will be accounted for as a business combination using the acquisition method of accounting in conformity with US GAAP. Under this method, the assets acquired and liabilities assumed have been recorded based on preliminary estimates of fair value. The actual fair values will be determined upon the consummation of the Transaction and may vary from these preliminary estimates.

The pro forma adjustments are based upon the best available information and certain assumptions that URI believes to be reasonable. Further, these adjustments could materially change as both the determination of the purchase price and the allocation of the purchase price for Anatolia has not been finalized. Accordingly, there can be no assurance that the final allocation of the purchase price will not differ from the preliminary allocation reflected in the pro formas.

ZEQ.=1,SEQ=28,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=968053,FOLIO='21',FILE='DISK131:[15ZBW1.15ZBW17601]CG17601A.;39',USER='BKYNARD',CD='13-JUL-2015;14:25'

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URANIUM RESOURCES, INC. Pro Forma Condensed Consolidated Balance Sheet as at March 31, 2015 (Unaudited) (Expressed in thousands of dollars)

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	Uranium Resources Inc.			Anatolia Energy Limited (under IFRS)			Note	US GAAP adjustments			Anatolia Energy Limited (under US GAAP)			Note	Pro Forma Adjustments			Pro Forma Consolidated Uranium Resources, Inc.
					5(a)
ASSETS
Current Assets:
Cash and cash equivalents	$	8,381		$	2,260			$			$	2,260		5(f)	$	2,500		$	13,141
Prepaid and other current assets		1,056			58							58		5(f)		375			1,489

Total Current Assets		9,437			2,318							2,318				2,875			14,630
Property, plant and equipment, at cost:
Property, plant and equipment		98,454			16,784		4(a)		(11,175	)		5,609		5(b)		14,407			120,593
														5(f)		2,123
Less accumulated depreciation and impairment		(65,809	)		(105	)						(105	)						(65,914	)

Net property, plant and equipment		32,645			16,679				(11,175	)		5,504				16,530			54,679
Restricted cash		3,941																	3,941
Other long-term receivables					571							571							571

Total Assets	$	46,023		$	19,568			$	(11,175	)	$	8,393			$	19,405		$	73,821



LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	636		$	454			$			$	454			$			$	1,090
Accrued liabilities		1,812			15							15		5(b)		1,301			3,128
														5(c)		2,730			2,730
Current portion of asset retirement obligations		197																	197

Total Current Liabilities		2,645			469							469				4,031			7,145
Asset retirement obligations, net of current portion		4,063																	4,063
Convertible loan net of discount - related party		4,794																	4,794
Other long-term liabilities and deferred credits		950																	950

Total Liabilities		12,452			469							469				4,031			16,952
Commitments and Contingencies
Stockholders' Equity:
Common stock		30												5(d)		21			51
Paid-in capital		239,714			50,103							50,103		5(d)		21,009			260,723
														5(e)		(50,103	)
Accumulated other comprehensive income					1,141		(b)		(1,141	)
Accumulated deficit		(205,915	)		(32,190	)	(a)(b)		(10,034	)		(42,224	)	5(e)		42,224			(203,647	)
														5(c)		(2,730	)
														5(f)		4,998
Less: Treasury stock, at cost		(258	)																(258	)
Non-controlling interest					45							45		5(e)		(45	)

Total Stockholders' Equity		33,571			19,099				(11,175	)		7,924				15,374			56,869

Total Liabilities and Stockholders' Equity	$	46,023		$	19,568			$	(11,175	)	$	8,393			$	19,405		$	73,821

end of user-specified TAGGED TABLE

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

ZEQ.=2,SEQ=29,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=22031,FOLIO='22',FILE='DISK131:[15ZBW1.15ZBW17601]CG17601A.;39',USER='BKYNARD',CD='13-JUL-2015;14:25' THIS IS THE END OF A COMPOSITION COMPONENT

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URANIUM RESOURCES, INC. Pro Forma Condensed Consolidated Statement of Operations as for the three months ending March 31, 2015 (Unaudited) (Expressed in thousands of dollars, except share and per share amount)

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	Uranium Resources Inc.			Anatolia Energy Limited (under IFRS)			Note	US GAAP adjustments			Anatolia Energy Limited (under US GAAP)			Note	Pro Forma Adjustments		Pro Forma Consolidated Uranium Resources, Inc.
					5(g)
Operating Expenses:
Mineral property expenses	$	(809	)	$			4(c)	$	(901	)	$	(901	)		$		$	(1,710	)
General and administrative		(2,095	)		(136	)						(136	)	5(h)		126		(2,105	)
Accretion of asset retirement obligations		(112	)															(112	)
Depreciation and amortization		(85	)															(85	)
Impairment of mineral property					(5	)	4(d)		5

Total operating expenses		(3,101	)		(141	)			(896	)		(1,037	)			126		(4,012	)
Non-Operating Income/(Expenses):
Interest income/(expense)		(675	)		6							6						(669	)
Foreign currency exchange gain/(loss)							4(e)		370			370						370
Other income/(expense), net		15			(240	)						(240	)					(225	)

Total other expense		(660	)		(234	)			370			137						(523	)
Net Loss	$	(3,761	)	$	(375	)		$	(526	)	$	(900	)		$	126	$	(4,535	)



Other Comprehensive Income
Exchange differences on translating foreign operations					370		4(e)		(370	)

Comprehensive Loss for the Period	$			$	(5	)		$	5		$				$		$



Basic and diluted loss per share	$	(0.14	)														$	(0.09	)
Weighted average shares outstanding		26,555,432												6				47,849,140

end of user-specified TAGGED TABLE

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

ZEQ.=1,SEQ=30,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=129868,FOLIO='23',FILE='DISK131:[15ZBW1.15ZBW17601]CI17601A.;16',USER='BKYNARD',CD='13-JUL-2015;13:52' THIS IS THE END OF A COMPOSITION COMPONENT

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URANIUM RESOURCES, INC. Pro Forma Condensed Consolidated Statement of Operations as for the year ending December 31, 2014 (Unaudited) (Expressed in thousands of dollars, except share and per share amount)

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	Uranium Resources Inc.			Anatolia Energy Limited (under IFRS)					US GAAP adjustments			Anatolia Energy Limited (under US GAAP)				Pro Forma Adjustments	Pro Forma Consolidated Uranium Resources, Inc.
					5(f)
Operating Expenses:
Mineral property expenses	$	(3,502	)	$			4(c	)	$	(3,516	)	$	(3,516	)		$	$	(7,018	)
General and administrative		(9,132	)		(1,747	)							(1,747	)				(10,879	)
Accretion of asset retirement obligations		(425	)															(425	)
Depreciation and amortization		(331	)		(26	)							(26	)				(357	)
Impairment of mineral property		(160	)		(257	)	4(d	)		257								(160	)

Total operating expenses		(13,550	)		(1,773	)				(3,259	)		(5,289	)				(18,839	)
Non-Operating Income/(Expenses):
Gain on derivatives		2,919																2,919
Interest income/(expense)		(2,368	)		64								64					(2,304	)
Foreign currency exchange gain/(loss)					(134	)	4(e	)		450			316					316
Gain on nonmonetary exchange of assets		2,313																2,313
Other income/(expense), net		2			(9	)							(9	)				(7	)

Total other expense		2,866			(79	)				450			372					3,238
Net Loss	$	(10,684	)	$	(1,852	)			$	(2,808	)	$	(4,917	)		$	$	(15,601	)



Other Comprehensive Income
Exchange differences on translating foreign operations					450		4(e	)		(450	)

Comprehensive Loss for the Period	$			$	(1,402	)			$	1,402		$				$	$



Basic and diluted loss per share	$	(0.44	)												6		$	(0.34	)
Weighted average shares outstanding		24,282,519																45,576,227

end of user-specified TAGGED TABLE

See accompanying notes to the unaudited pro forma condensed consolidated financial statements

ZEQ.=1,SEQ=31,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=976025,FOLIO='24',FILE='DISK131:[15ZBW1.15ZBW17601]CK17601A.;35',USER='BKYNARD',CD='13-JUL-2015;13:54' THIS IS THE END OF A COMPOSITION COMPONENT

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Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 1. Basis of Presentation

The unaudited pro forma condensed consolidated financial statements have been prepared in connection with the proposed acquisition of Anatolia by URI. The unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and give effect to the Transaction pursuant to the assumptions described in Notes 3, 4 and 5 to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as at March 31, 2015 gives effect to the proposed Transaction by URI as if it had occurred as at March 31, 2015. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014 and for the three months ended March 31, 2015 gives effect to the Transaction as if had occurred as at January 1, 2014. Additionally, URI's unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 gives effect to URI's proposed divestiture of its Roca Honda Project which is currently anticipated to close during the third quarter of 2015. Anatolia's financial statements are prepared under IFRS and have been conformed to U.S. GAAP for inclusion in these pro forma condensed consolidated financial statements. These adjustments are discussed in Note 4.

The historical financial statements have been adjusted in the pro forma financial statements to give effect to events that are (1) directly attributable to the pro forma events, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined company. The unaudited pro forma condensed consolidated statements of operations do not reflect any nonrecurring charges directly related to the pro forma events that may be incurred upon completion of the Transaction. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the operating results or financial condition that would have been achieved if the proposed Transaction had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date.

The unaudited pro forma condensed consolidated financial statements do not reflect any cost savings, operating synergies or efficiencies that the combined company may achieve as a result of the Transaction or for liabilities resulting from integration planning, except for certain severance costs related to management and directors of Anatolia. However, liabilities ultimately may be recorded for severance, relocation or retention costs in subsequent periods related to employees of both companies or other costs associated with exiting or transferring activities between the companies. The ultimate recognition of such costs and liabilities would affect amounts in the unaudited pro forma condensed consolidated financial statements, and such costs and liabilities could be material.

The pro forma adjustments and allocations of the purchase price of Anatolia are based on preliminary estimates of the fair value of the consideration paid and the fair value of the assets acquired and liabilities to be assumed. Because the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein. URI expects to finalize its allocation of the purchase consideration as soon after completion of the Transaction as practicable.

The unaudited pro forma consolidated balance sheet and the unaudited pro forma condensed consolidated statement of operations should be read in conjunction with the historical financial statements of URI and Anatolia, including the notes thereto. Certain of Anatolia's assets, liabilities, income and expenses have been reclassified to conform to URI's consolidated financial statement presentation.

ZEQ.=1,SEQ=32,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=641258,FOLIO='25',FILE='DISK131:[15ZBW1.15ZBW17601]CM17601A.;20',USER='BKYNARD',CD='13-JUL-2015;14:45'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2. Significant Accounting Policies

The accounting policies used in preparing the unaudited pro forma condensed consolidated financial statements are set out in URI's Annual Report in Form 10-K for the year ended December 31, 2014. The Company has adjusted Anatolia's financial statements to conform to US GAAP and URI's accounting policies and these adjustments are discussed in Note 4. Additional accounting differences may be identified after consummation of the proposed Transaction.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 3. Description of the Transactions

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Acquisition of Anatolia Energy Limited

On June 3, 2015, URI announced the execution of the Transaction Agreement with Anatolia pursuant to which URI will acquire all of the issued and outstanding shares of common stock of Anatolia. Under the terms of the Transaction Agreement, shareholders of Anatolia will receive 0.06579 common shares of URI for each ordinary share of Anatolia held. Each outstanding Anatolia performance share, listed option or unlisted option will automatically be converted into a performance share, listed option or unlisted option (as applicable) to acquire common shares of URI, on the same terms and conditions as were applicable to the performance share or option (as applicable) prior to the Transaction, except that the number of shares subject to the performance share or options and the exercise price of the performance share or options will be adjusted based on the fair value of the performance shares and options prior to the completion of the Transaction, as to preserve the economic value of such performance shares or options. Based on the outstanding shares of URI and Anatolia as at March 31, 2015, URI's shareholders will own approximately 59% of the shares of URI upon completion of the transaction and Anatolia shareholders will own approximately 41% of the common shares of URI.

The obligations of URI and Anatolia to consummate the Transaction are subject to satisfactory completion of various conditions.

The cost of the Transaction will include the fair value of the issuance of 20,516,616 URI common shares of $18.9 million (based on the July 8, 2015 closing price of $0.92 for URI's shares), and the issuance of 6,999,350 replacement performance shares and options with a fair value of $2.2 million. In addition, URI estimates transaction costs of $2.7 million of which $0.1 million were incurred though March 31, 2015 and Anatolia transaction costs of $1.0 million, none of which were incurred though March 31, 2015. These costs are not reflected in the pro forma financial statements of operations as they are nonrecurring.

The Transaction will be accounted for as a business combination under U.S. GAAP. For the purposes of the pro forma balance sheet, the value of the share consideration has been based on the closing price of URI's shares on July 8, 2015 (the effective date of presentation of the Transaction for purposes of the unaudited pro forma balance sheet). URI will value the share consideration component based on the closing price of URI's shares on the date the Transaction closes, which may result in an increase or decrease in the consideration for accounting purposes. For every $0.01 change in share price of the URI, the purchase price will change by $0.2 million.

The allocation of the purchase price is based upon URI management preliminary estimates and certain assumptions with respect to the fair value associated with the assets and the liabilities to be acquired. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed below in the assumed pro forma purchase price allocation as further analysis is completed. Consequently, the actual allocation of the purchase price is likely to result in different adjustments than those in the unaudited pro forma condensed consolidated financial statements.

ZEQ.=2,SEQ=33,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=370056,FOLIO='26',FILE='DISK131:[15ZBW1.15ZBW17601]CM17601A.;20',USER='BKYNARD',CD='13-JUL-2015;14:45'

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The preliminary allocation of fair value assumed in these unaudited pro forma condensed consolidated financial statements is as of March 31, 2015, subject to change and is summarized as follows:

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Fair value of consideration: — Issuance of 20,516,656 shares of common stock of URI(1)	$	18,875
Issuance of 6,999,350 performance shares and options(2)		2,155

Total consideration	$	21,030



Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	$	2,260
Prepaid and other current assets		58
Property, plant and equipment		19,911
Long-term receivables		571
Accounts payable		(454	)
Accrued liabilities and other		(1,316	)

Amount attributable to assets acquired	$	21,030

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(1) 20,516,656 shares of URI common stock at $0.92 per share (closing price as of July 8, 2015) (2) The following weighted-average assumptions were used for the Black-Scholes option pricing model to calculate the $2.2 million fair value of the 6,999,350 performance shares and options to be issued in connection with the transaction:

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Expected volatility	90%
Risk-free interest rate	0.29 - 1.75%
Expected life	1.24 - 4.54 years
Dividend yield	N/A

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Purchase and Exchange Agreement with Energy Fuels

ZEQ.=3,SEQ=34,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=161571,FOLIO='27',FILE='DISK131:[15ZBW1.15ZBW17601]CM17601A.;20',USER='BKYNARD',CD='13-JUL-2015;14:45'

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The divestiture of the Roca Honda Project will be accounted for as an asset disposal and the non-cash consideration received from Energy Fuels will be recorded at fair value. The preliminary fair value assumed in these unaudited pro forma condensed consolidated financial statements is as of March 31, 2015, subject to change and is summarized as follows:

The fair value of the common stock received will be determined using the value of the shares received based on the closing share price of Energy Fuels' common stock on the date of which the common stock is received. The fair value of the unpatented lode mining claims and mineral leases was determined based upon the per pound value of similar transactions involving unproved uranium assets within the last three years. URI determined that the Lance Royalty had de minimis value and therefore recorded a fair value of nil.

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(in thousands) — Cash	Fair Value — $	2,500
Energy Fuels Inc. common stock		375
Churchrock properties		2,123
Lance Royalty

	$	4,998

end of user-specified TAGGED TABLE

The fair value of the non-cash assets is based upon management of URI's preliminary estimates and certain assumptions with respect to the fair value associated with the assets to be received. The actual fair values of the assets and liabilities may differ materially from the amounts disclosed in the assumed pro forma allocation as further analysis is completed. Consequently, the actual fair value is likely to result in different adjustments than those in the unaudited pro forma condensed consolidated financial statements.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 4. International Financial Reporting Standards

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Differences between US GAAP and IFRS

URI's management reviewed the historic accounting records and financial statements of Anatolia for the periods presented and identified the material differences between IFRS and U.S. GAAP. URI's accounting policies are set out in URI's Annual Report on Form 10-K for the year ended December 31, 2014

To conform to US GAAP the following adjustments were made:

ZEQ.=4,SEQ=35,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=421483,FOLIO='28',FILE='DISK131:[15ZBW1.15ZBW17601]CM17601A.;20',USER='BKYNARD',CD='13-JUL-2015;14:45'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 5. Pro Forma Assumptions and Adjustments

The unaudited pro forma condensed consolidated financial statements reflect the following adjustments to give effect to the Transaction as described in Note 3:

ZEQ.=5,SEQ=36,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=97595,FOLIO='29',FILE='DISK131:[15ZBW1.15ZBW17601]CM17601A.;20',USER='BKYNARD',CD='13-JUL-2015;14:45'

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URI common stock to be issued — Price per share of URI's common stock on July 8, 2015	$	20,516,656 — 0.92

Fair value of common stock to be issued	$	18,875
Fair value of Anatolia's options to be exchanged for URI options		2,155

Total fair value of URI equity to be issued	$	21,030
Increase in URI's common stock ($0.001 par value per share)	$	21
Increase in URI's additional paid-in capital	$	21,009

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 6. Pro Forma Shares Outstanding

The average number of shares used in the computation of pro forma basic and diluted loss per share has been determined as follows:

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Weighted average shares outstanding of URI	26,555,432	24,282,519
Shares issued to acquire Anatolia	20,516,656	20,516,656
Shares issued to settle transaction costs	777,052	777,052

Pro forma weighted average shares of URI	47,849,140	45,576,227

end of user-specified TAGGED TABLE

ZEQ.=6,SEQ=37,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=150300,FOLIO='30',FILE='DISK131:[15ZBW1.15ZBW17601]CM17601A.;20',USER='BKYNARD',CD='13-JUL-2015;14:45' THIS IS THE END OF A COMPOSITION COMPONENT

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table sets forth selected historical share information of URI and Anatolia and unaudited pro forma share information after giving effect to the Transaction assuming that 0.06579 shares of URI common stock had been issued in exchange for each outstanding Anatolia ordinary share.

The pro forma equivalent information of URI was derived using the historical share information assuming that 0.06579 shares of URI common stock had been issued in exchange for each outstanding Anatolia ordinary share. You should read this information in conjunction with the unaudited pro forma condensed consolidated financial statements and the separate historical financial statements of URI and Anatolia and the notes thereto included elsewhere in or incorporated by reference in this proxy statement. The historical share information as of and for the three-month period ended March 31, 2015 is derived from unaudited consolidated financial statements of URI and Anatolia as of and for the three months ended March 31, 2015. The historical share information as of and for the year ended December 31, 2014 is derived from audited financial statements of URI for the year ended December 31, 2014. Given that Anatolia's fiscal year ends June 30, 2014, Anatolia's results represents the sum of unaudited historical financial information in the six-month period ended June 30, 2014 and in the six-month period ended December 31, 2014. The unaudited pro forma condensed consolidated financial statements and the pro forma share information are not necessarily indicative of the operating results or financial position that would have been achieved had the Transaction been consummated at the beginning of the period presented and should not be construed as representative of future operations. Anatolia's results as reported in Australian dollars have been converted into U.S. dollars using the average and period end exchange rates set out in notes 5(a) and 5(g) under "Unaudited Pro Forma Condensed Consolidated Financial Information" beginning on page [ ] of this proxy statement.

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	Three Months Ended March 31, 2015
					Anatolia Energy Limited
							Pro Forma Equivalent of One Anatolia Energy Limited Share(1)
	Uranium Resources, Inc.
	Historical		Pro Forma		Historical
Basic and diluted net loss per share	$ (0.14	)	$ (0.09	)	$ (0.15	)	$ (0.02	)
Shares used in calculating basic and diluted net loss per share	26,555,432		47,849,140		311,850,669		20,516,656
Book value per share(2)	$ 1.26		$ 1.19		$ 0.06		$ 0.93

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	Year Ended December 31, 2014
					Anatolia Energy Limited
							Pro Forma Equivalent of One Anatolia Energy Limited Share(1)
	Uranium Resources, Inc.
	Historical		Pro Forma		Historical
Basic and diluted net loss per share	$ (0.44	)	$ (0.34	)	$ (0.92	)	$ (0.11	)
Shares used in calculating basic and diluted net loss per share	24,282,519		45,576,227		255,563,087		16,813,495

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(1) These amounts were calculated by applying an assumed exchange rate of 0.06579 to the historical Anatolia shares. (2) The historical book value per share is computed by dividing total stockholders' equity by the number of shares outstanding at the end of the period. The pro forma book value per share is computed by dividing pro forma stockholders' equity by the pro forma number of shares as of the end of the period.

ZEQ.=1,SEQ=38,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=818728,FOLIO='31',FILE='DISK131:[15ZBW1.15ZBW17601]CO17601A.;18',USER='DNICHOL',CD='13-JUL-2015;14:43'

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Comparative Per Share Market Price Information

Anatolia's ordinary shares trade on the Australian Securities Exchange under the symbol "AEK" and URI's common stock trades on the NASDAQ Capital Market under the symbol "URRE." The following table presents the closing prices of Anatolia's ordinary shares and URI's common stock on June 2, 2015, the last trading day before the public announcement of the Transaction Agreement, and [ ], the last practicable trading day prior to the date of this proxy statement. The table also shows the estimated implied value of the per share consideration for each Anatolia share on the relevant date.

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Date	Anatolia Closing Price(1)	URI Closing Price		Estimated Equivalent Per Share Value(2)
June 2, 2015	$ 0.06	$ 1.22	0.06579	$ 0.08
[ ]	$ [ ]	$ [ ]	0.06579	$ [ ]

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(1) Based on an exchange rate of 0.7772 U.S. dollars for every one Australian dollar on June 2, 2015 and [ ] U.S. dollars for every one Australian dollar on [ ]. (2) The implied value of the per share merger consideration for each relevant date is calculated by multiplying the closing price of URI's common stock on the relevant date by the exchange ratio of 0.06579.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Comparative Stock Prices and Dividends

The following tables show, for the periods indicated, the high and low sale prices per Anatolia share as reported on the Australian Securities Exchange and per share of URI common stock as reported on the NASDAQ Capital Market for the fiscal periods indicated. Price per share information for Anatolia ordinary shares is presented in Australian dollars. URI and Anatolia have not historically paid any dividends, and URI and Anatolia do not presently anticipate paying any dividends on their respective shares in the foreseeable future.

ZEQ.=2,SEQ=39,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=948805,FOLIO='32',FILE='DISK131:[15ZBW1.15ZBW17601]CO17601A.;18',USER='DNICHOL',CD='13-JUL-2015;14:43'

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Anatolia's fiscal year ends on June 30 and URI's fiscal year ends on December 31.

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URI Common Stock	High	Low
	US$	US$
2015
Third Quarter (through
[ ], 2015)
Second Quarter	$ 1.60	$ 0.92
First Quarter	1.98	1.30
2014
Fourth Quarter	2.67	1.22
Third Quarter	3.15	2.43
Second Quarter	3.10	2.33
First Quarter	4.05	2.58
2013
Fourth Quarter	3.55	2.21
Third Quarter	5.53	2.43
Second Quarter	3.07	1.75
First Quarter	5.99	2.55

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Anatolia Ordinary Shares	High	Low
	A$	A$
2016
First Quarter (through
[ ], 2015)
2015
Fourth Quarter	$ 0.088	$ 0.068
Third Quarter	0.083	0.060
Second Quarter	0.080	0.055
First Quarter	0.105	0.070
2014
Fourth Quarter	0.096	0.078
Third Quarter	0.095	0.065
Second Quarter	0.090	0.060
First Quarter	0.100	0.032

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ZEQ.=3,SEQ=40,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=471907,FOLIO='33',FILE='DISK131:[15ZBW1.15ZBW17601]CO17601A.;18',USER='DNICHOL',CD='13-JUL-2015;14:43' THIS IS THE END OF A COMPOSITION COMPONENT

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and other documents incorporated by reference into this proxy statement contain or may contain forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "should," "can," "expects," "believes," "anticipates," "intends," "plans," "estimates," "projects," "assumes," "guides," "targets," "forecasts," "is confident that" and "seeks" or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about (i) the timing and completion of the proposed Transaction between URI and Anatolia, (ii) resulting cost savings, synergies and other expectations as a result of the proposed Transaction (iii) the ability to optimize technical and operational components of a future combined business, (iv) the timing, occurrence and rates of production at the properties in the United States and Turkey, including statements regarding future growth pipeline, (v) the cost of uranium production at the properties, (vi) capital resources, capitalization and ownership, including relationships with major shareholders, (vii) additions of reserves and resources, the timing of the analysis of historical data, and the occurrence, extent and results of any future exploration program, including drilling, (viii) mineral resources and exploration results, which includes inferred resources, (ix) future improvements in the demand for and price of uranium and growth in nuclear generating capacity, (x) adequacy of funding and access to capital markets, (xi) plans for capital management, revenue, cash generation and profits, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the respective managements of URI and Anatolia and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially.

You should not place undue reliance on these forward-looking statements. Neither URI nor Anatolia undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled "Risk Factors" beginning on page [ ] of this proxy statement, and those discussed in the filings of URI that are included by references into this proxy statement, as well as the following:

ZEQ.=1,SEQ=41,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=76593,FOLIO='34',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18'

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RISK FACTORS

You should carefully consider the following risk factors and all of the other information contained or incorporated by reference in this proxy statement, including the matters addressed under the caption "Cautionary Statement Regarding Forward-Looking Statements" on page [ ] and the annexes hereto, before deciding how to vote your shares on the proposals presented. If any of the risks described below, or elsewhere in this proxy statement, actually occurs, the business, financial results, financial condition, operating results or stock price of URI or the combined company could be materially adversely affected.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Risks Relating to the Transaction

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The benefits of integrating the companies may not be realized.

To be successful after the Transaction, URI will need to combine and integrate the operations of URI and Anatolia into one company. Integration will require substantial management attention and could detract attention from the day-to-day business of the combined company. URI could encounter difficulties in the integration process, such as the need to revisit assumptions about reserves, future production, revenues, capital expenditures and operating costs, including synergies, the loss of key employees or commercial relationships or the need to address unanticipated liabilities. If URI cannot integrate the URI and Anatolia businesses successfully, it may fail to realize the expected benefits of the Transaction.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" URI stockholders will suffer immediate dilution to their equity and voting interests as a result of the issuance of URI common stock to Anatolia securityholders.

In connection with the Transaction, URI will issue approximately 20.5 million shares of its common stock to Anatolia securityholders. Immediately following the completion of the Transaction, former Anatolia shareholders will own collectively approximately 41% of the total number of shares of combined company's outstanding common stock and the existing stockholders of URI will own approximately 59% of the outstanding common stock of the combined company. Accordingly, the issuance of URI common stock to Anatolia shareholders will have the effect of reducing the percentage of equity and voting interest held by each of URI's existing stockholders. Consequently, URI stockholders as a group will have less influence over the management and policies of the combined company after the Transaction than they currently exercise.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia's public filings are subject to Australian disclosure standards, which differ from SEC requirements.

Anatolia is an Australian issuer that is required to prepare and file its periodic and other filings in accordance with Australian securities laws. As a result, certain of the information about Anatolia that is contained in this proxy statement was prepared in conjunction with Anatolia's financial statements that were prepared in accordance with IFRS and other Australian disclosure regulations, rather than the requirements that would apply in the U.S. Because Australian disclosure requirements are different from SEC requirements, the information about Anatolia contained in this proxy statement may not be comparable to similar information available about URI or other U.S. issuers.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The unaudited pro forma condensed consolidated financials are presented for illustrative purposes only and may not be indicative of the combined company's financial condition or results of operations following the Transaction.

The pro forma financial statements contained in this proxy statement are presented for illustrative purposes only and may not be an indication of the combined company's financial condition or results of operations following the Transaction for several reasons. For example, the pro

ZEQ.=3,SEQ=43,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=203248,FOLIO='36',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18'

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forma financial statements have been derived from the historical financial statements of URI and Anatolia, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Transaction by which each entity would become a part of the combined company. The information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy.

Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Transaction. For example, the impact of any incremental costs incurred in integrating the companies is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the combined company following the Transaction may differ significantly from these pro forma financial statements.

In addition, the assumptions used in preparing the pro forma financial statements may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the Transaction. Any potential decline in the combined company's financial condition or results of operations may cause significant variations in the stock price of the combined company. See the section entitled "Unaudited Pro Forma Condensed Consolidated Financial Information" beginning on page [ ].

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" If the Anatolia holders immediately sell URI common stock received in the Transaction, they could depress URI's stock price.

If the Anatolia holders who receive URI common stock in the Transaction, or other holders of URI common stock, sell significant amounts of URI common stock following the Transaction, the market price of URI common stock could decrease. These sales may also make it more difficult for URI to sell equity securities or equity-related securities in the future at a time and at a price that URI otherwise would deem appropriate.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The market price of URI's common stock may decline as a result of the Transaction.

The market price of URI's company's common stock may decline as a result of the Transaction if the integration of Anatolia's business is unsuccessful, the perceived benefits of the Transaction are not achieved as rapidly or to the extent anticipated by financial analysts or investors, or the effect of the Transaction on the combined company's financial results after the completion of the Transaction is not consistent with the expectations of financial analysts or investors.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" URI will incur significant transaction and combination-related costs in connection with the Transaction.

URI and Anatolia expect to incur significant costs associated with the Transaction and combining the operations of the two companies. URI's fees and expenses related to the Transaction include financial advisor fees, filing fees, legal and accounting fees, regulatory fees and mailing costs, some of which will be paid regardless of whether the Transaction is completed. Such fees and expenses will reduce URI's cash on hand and the amount of cash that URI may be able to distribute to URI's stockholders in a form of dividend or return of capital. Furthermore, following the completion of the Transaction, the combined company will incur costs associated with combining the operations of the two companies. However, it is difficult to predict the amount of these costs before the combined company begins the integration process. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from efforts to integrate the companies.

ZEQ.=4,SEQ=44,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=896575,FOLIO='37',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18'

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The fairness opinions obtained by URI from its financial advisors will not reflect changes in circumstances subsequent to the date of the fairness opinion.

URI obtained an opinion from its financial advisor regarding the fairness, from a financial point of view, of the share exchange ratio and the aggregate consideration payable to Anatolia securityholders provided for in the Transaction pursuant to the Transaction Agreement. See "Opinion of Financial Advisor to the URI Board" on page [ ] of this proxy statement. Such opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of URI, changes in URI's stock price, changes in exchange rates, general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which the opinions are based, may materially alter or affect the fairness of the Transaction to the stockholders of URI.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" If the Transaction does not occur, URI will still have a loan outstanding to Anatolia, who will have limited ability to repay.

In connection with the execution of the Transaction Agreement, on June 22, 2015, URI, as the lender, and Anatolia, as the borrower, entered into a convertible Loan Agreement. Under the Loan Agreement, during the period from June 22, 2015 through December 31, 2015, URI has agreed to loan to Anatolia up to A$2,000,000 subject to the satisfaction of certain conditions precedent. Anatolia may use the proceeds from this loan solely for critical project costs for the Temrezli and Sefaatli projects and for general and administrative costs in accordance with the budget attached to such Loan Agreement. The loans are secured by a pledge of 35% of Anatolia's shares in a subsidiary that holds Anatolia's interests in Turkey.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Under the terms of the Transaction Agreement, URI must pay Anatolia a $319,964 break up fee in connection with the Transaction if the Transaction Agreement is terminated under certain circumstances.

In the event that the Transaction Agreement is terminated due to a material breach by URI, the failure of URI to pay the appropriate consideration or certain other circumstances, then under the Transaction Agreement URI agrees to pay Anatolia a A$319,964 break fee as reimbursement for legal and financial advice planning, fees, reasonable opportunity costs, out of pocket expenses and certain agreed upon expenses. See "The Transaction AgreementBreak Fee" beginning on page [ ] of this proxy statement for a description of URI's obligations in these circumstances.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Risks Relating to URI's Business and Operations

You should also consider the risks associated with URI's business and operations, which will affect the post-merger company. These risks are described in the section entitled "Risk Factors" in URI's Annual Report on Form 10-K for the year ended December 31, 2014, as amended on Form 10-K/A and as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. For information regarding the documents incorporated into this proxy statement by reference, see the section entitled "Where You Can Find Additional Information" beginning on page [ ].

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Risks Relating to Anatolia and the Combined Company

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The combined company will require significant capital to fund its future operations, which may not be available on terms acceptable to URI or at all.

The continued operations of the combined company will be dependent on its ability to obtain financing through debt and equity financing, or generating sufficient cash flows from future operations. There is a risk that the combined company may not be able to access capital from debt

ZEQ.=5,SEQ=45,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1046344,FOLIO='38',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18'

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or equity markets (or via any other forms of available financing) for future projects or developments, which could have a material adverse impact on the combine company's business and financial condition. If, after the Transaction is finalized, financing was undertaken through the issuance of new equity or equity-linked securities of the combined company other than on a pro rata basis, existing shareholders may experience additional dilution and the control of the combined company may change.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The combined company will face significant competition from other mining companies.

The mining industry is highly competitive. Competitors for the acquisition, exploration, production and development of mineral properties, and for capital to finance such activities, include companies that have greater financial and personnel resources available to them.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The growth in demand for uranium depends on increased acceptance of nuclear energy, which competes with other energy sources.

Any potential growth of the nuclear power industry (with any potential attendant increase in the demand for uranium) beyond its current level will depend on continued and increased acceptance of nuclear technology as a means of generating electricity. The nuclear industry is currently subject to some negative public opinion owing to political, technological and environmental factors. This may have an adverse impact on the demand for uranium and increase the regulation of uranium mining.

One of the arguments in favour of nuclear energy is its lower emissions of carbon dioxide per unit of power generated compared to coal and gas. Alternative energy systems such as wind or solar also have no or very low carbon emissions. To date these have not been cost-effective enough to be used for large scale base load power. However, technology changes may occur that make alternative energy systems more efficient, reliable or cost-effective, which may reduce the demand for nuclear energy and uranium.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Revenues for the combined company are subject to the volatility of uranium prices.

The market price of uranium is volatile and is affected by numerous factors that are beyond URI's control. These include international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, the level of interest rates, the rate of inflation, global or regional political events and international events as well as a range of other market forces. A reduction in the price of uranium may prevent Anatolia's properties from being economically mined or result in the write-off of assets whose value is impaired as a result of low uranium prices. The price of uranium may also have a significant influence on the market price of URI's common shares. The price of uranium has decreased significantly in the past several years.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia's operations are performed in the emerging market of Turkey, which may, following the Transaction, expose URI to greater risks than those associated with more developed markets.

Due to Anatolia's foreign operations, URI will, following the Transaction, be subject to issues and uncertainties that could adversely affect its operations, including:

ZEQ.=6,SEQ=46,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=616315,FOLIO='39',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18'

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To manage these risks, URI and Anatolia may form joint ventures and strategic partnerships with local private or governmental entities. However, there can be no assurance that changes in conditions or regulations in the future will not affect URI's profitability or ability to operate in such markets.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Any downturn in the economy or instability in the political environment in Turkey or internationally may have an adverse effect on Anatolia's business and consequently, following the Transaction, on URI's financial condition.

With a substantial portion of Anatolia's assets and business located in Turkey, adverse developments in the Turkish market are, following the Transaction, likely to have a material adverse effect on URI's business and financial condition. The Turkish markets may be negatively affected by threats to the global economy, including sustainability of economic growth, sustainability of current low energy prices, which have generally benefitted the Turkish economy and current account balance, uncertainty regarding U.S. accommodative monetary policy, continuing Eurozone volatility, recession and deflation risks, and geopolitical risks in Ukraine and the Middle East region.

The Turkish economy grew by 2.9% in 2014, but if such growth slows or develops in unexpected ways, it may have an adverse impact on Anatolia's operations and, following the Transaction, URI's financial condition. The performance of the Turkish economy may be affected by domestic and regional political developments in connection with Turkey's parliamentary elections, which were held in June 2015.

Turkey is seeking membership to the European Union (the "EU") and is progressing to conform to EU standards through strengthening its political and economic framework, including through improved stability and transparency. However, Turkey to some degree continues to experience heightened levels of political and economic instability. These conditions may be exacerbated by current global economic conditions.

On a regional level, potential or further instability in the Commonwealth of Independent States (CIS), Balkans, Middle East, North Africa and Caucasian regions may impact the development of the Turkish economy. In connection with ongoing financial restructuring negotiations during 2015, Greece has imposed domestic capital controls, which has caused and may continue to cause financial uncertainty in the eastern Mediterranean region.

ZEQ.=7,SEQ=47,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=850518,FOLIO='40',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18'

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COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia's properties are located in Turkey and subject to compliance with the regulatory regime in Turkey.

Changing laws and regulations relating to the mining industry in Turkey may increase the costs related to URI's activities including the cost of maintaining its properties. Operations may also be affected to varying degrees by changes in government regulations with respect to restrictions on production, price controls, export controls, income taxes, royalties, expropriation of property, environmental legislation and mine safety. The effect of these factors cannot be accurately predicted.

Anatolia's activities are subject to extensive laws and regulations governing the environment, worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, mine closure and reclamation, protection of endangered and protected species and other matters. Any failure to comply with applicable laws and regulations or to obtain or maintain permits, even if inadvertent, could result in the interruption of mining, exploration and developmental operations or in material fines, penalties, clean-up costs, damages and the loss of key permits or approvals. While URI has taken great care to ensure full compliance with its legal obligations, there can be no assurance that URI has been or will be in full compliance with all of these laws and regulations, or with all permits and approvals that it is required to have.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Acts of violence, terrorist attacks or civil unrest in Turkey and nearby countries could adversely affect Anatolia's business and consequently, URI's financial condition.

Historically, the southeastern area of Turkey and nearby countries such as Iran, Iraq and Syria have experienced political, social, security and economic problems, terrorist attacks, insurgencies, war and civil unrest. Since December 2010, political instability has increased markedly in a number of countries in the Middle East and North Africa. As a result of the civil war in Syria, hundreds of thousands of Syrian refugees have fled to Turkey and more can be expected to cross the border as the conflict continues. Moreover, tensions between Turkey and Syria have escalated and hostilities between Turkey and Syria have broken out over a series of incidents, including mortar fire by Syrian forces into Turkey that killed a number of Turkish civilians. On May 10, 2013, a terrorist attack occurred in the Turkish town of Reyhanlı, Hatay in southern Turkey. On March 23, 2014, Turkey shot down a Syrian combat jet on the Turkish-Syrian border.

The instability surrounding the situation in Iraq, as well as tension in and involving the Kurdish regions of northern Iraq, may have political, social or security implications in Turkey or otherwise have a negative impact on the Turkish economy. Stability and security in Iraq have deteriorated significantly in recent months.

Turkey has also experienced problems with domestic terrorist and ethnic separatist groups. For example, Turkey has been in conflict for many years with the People's Congress of Kurdistan (formerly known as the "PKK"), an organization that is listed as a terrorist organization by states and organizations, including Turkey, the European Union and the United States. The issue of civil rights for Kurdish citizens remains a potential source of political instability, which may be exacerbated by continuing instability in the Middle East.

The potential impact on Anatolia's business, and consequently URI's business, from such events, conditions and conflicts in these countries is uncertain. Anatolia may be unable to access the locations where operations are conducted in a reliable manner. In those locations where Anatolia has employees or operations, and Anatolia, and consequently URI, may incur substantial costs to maintain the safety of personnel and operations. Despite these precautions, the safety of personnel and operations in these locations may continue to be at risk, and Anatolia may in the future suffer the loss of employees and contractors or its operations could be disrupted, any of which could, following the Transaction, have a material adverse effect on URI's business and results of operations.

ZEQ.=8,SEQ=48,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=600584,FOLIO='41',FILE='DISK131:[15ZBW1.15ZBW17601]CQ17601A.;10',USER='MBRADT',CD='14-JUL-2015;11:18' THIS IS THE END OF A COMPOSITION COMPONENT

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia will be unable to undertake its required drilling and other development work on its properties if all necessary permits and licenses are not granted.

A number of approvals, licenses and permits are required for various aspects of exploration and mine development. Anatolia is uncertain if all necessary permits will be maintained or obtained on acceptable terms or in a timely manner. Future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could negatively impact current or planned exploration and development activities or any other projects with which Anatolia becomes involved. Any failure to comply with applicable laws and regulations or failure to obtain or maintain permits, even if inadvertent, could result in the interruption of production, exploration or development, or material fines, penalties or other liabilities. It remains uncertain if Anatolia's existing permits may be affected in the future or if Anatolia will have difficulties in obtaining all necessary permits that it requires for its proposed or existing mining activities.

In order to maintain mining concessions in good standing, concession holders must advance their projects efficiently, including by obtaining the necessary permits prior to stipulated deadlines. There is risk that the relevant Turkish permitting and licensing authorities will not respond in a timely manner. If these deadlines are not met, Anatolia believes that extensions to deadlines for obtaining the required approvals and permits could be negotiated so that the concessions would remain in good standing. However, there is no guarantee that Anatolia will be able to obtain the approvals and permits as planned or, if unable to meet such deadlines, that negotiations for an extension will be successful in order to maintain its concessions in good standing. If the concessions were to expire, this could have a material adverse impact on Anatolia and its ability to control and develop its Turkish projects and, following the Transaction, the operating results of URI.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The business of exploration for minerals and mining involves a high degree of risk, as few properties that are explored are ultimately developed into producing mines.

Anatolia is engaged in exploration and mine development of uranium assets, and is exposed to a number of risks and uncertainties that are common to other companies in the same business. Unusual or unexpected ground movements, fires, power outages, labor disruptions, flooding, cave-ins, landslides and the inability to obtain suitable adequate machinery, equipment or labor are risks involved in the operation of mines and the conduct of exploration programs. Anatolia has relied on and may continue to rely upon consultants and others for mine operating and exploration expertise. Few properties that are explored are ultimately developed into producing mines. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the metal and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineral deposit, Anatolia and/or URI may not be able to raise sufficient funds for development. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of minerals mined, fluctuations in metal markets, costs of mining and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Where expenditures on a property have not led to the discovery of mineral reserves, spent costs will not usually be recoverable.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Estimates of mineral resources at Anatolia's projects may not be realized.

The mineral resources estimates for Anatolia's projects are only estimates and no assurance can be given that any particular level of recovery of minerals will be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Anatolia relies on laboratory-based recovery models to project estimated ultimate recoveries. Actual recoveries may exceed or fall short of projected results. In addition, the

ZEQ.=1,SEQ=49,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=159815,FOLIO='42',FILE='DISK131:[15ZBW1.15ZBW17601]CS17601A.;13',USER='BKYNARD',CD='13-JUL-2015;14:40'

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grade of mineralization ultimately mined may differ from the one indicated by the drilling results and the difference may be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations, inaccurate or incorrect geologic, metallurgical or engineering work, and work interruptions, among other things. Short-term factors, such as the need for an orderly development of deposits, may have an adverse effect on mining operations or the results of those operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in proven and probable reserves or resources, grades, recovery rates may affect the economic viability of projects. The estimated proven and probable mineral resources for Anatolia's projects should not be interpreted as assurances of mine life or of the profitability of future operations.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Problems with title or access to mineral properties could have a negative impact on Anatolia's future operations.

The validity of Anatolia's mining claims and access rights can be uncertain and may be contested. Although URI is satisfied that Anatolia has taken reasonable measures to acquire the rights needed to undertake its operations and activities as currently conducted, some risk exists that titles and access rights may be defective. No assurance can be given that such claims are not subject to prior unregistered agreements or interests or to undetected or other claims or interests which could be materially adverse to Anatolia. From time to time, a land possessor may dispute Anatolia's surface access rights, and as a result Anatolia may be barred from its legal occupation rights. Surface access issues have the potential to result in the delay of planned exploration programs, and these delays may be significant.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Development projects are uncertain and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production.

Mine development projects require significant expenditures during the development phase before production is possible. Development projects are subject to the completion of successful feasibility studies and environmental assessments, issuance of necessary governmental permits and availability of adequate financing. The economic feasibility of development projects is based on many factors, including estimation of mineral reserves, anticipated metallurgical recoveries, environmental considerations and permitting, future uranium prices, and anticipated capital and operating costs of these projects. Anatolia's development projects have no operating history upon which to base estimates of future production and cash operating costs. Particularly for development projects, estimates of proven and probable mineral reserves and cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies that derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of uranium, estimated operating costs, anticipated climatic conditions and other factors. As a result, it is possible that actual capital and operating costs and economic returns will differ significantly from those currently estimated for a project prior to production.

Any of the following events, among others, could affect the profitability or economic feasibility of a project: unanticipated changes in grade and volume to be mined and processed, unanticipated adverse geological conditions, unanticipated metallurgical recovery problems, incorrect data on which engineering assumptions are made, availability of labor, costs of processing and refining facilities, availability of economic sources of power, adequacy of water supply, availability of surface on which to locate processing and refining facilities, adequate access to the site, unanticipated transportation

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costs, government regulations (including regulations with respect to prices, royalties, duties, taxes, permitting, restrictions on production, quotas on exportation of minerals, environmental), fluctuations in uranium prices, and accidents, labor actions and events of force majeure.

It is not unusual in new mining operations to experience unexpected problems during the start-up phase, and delays can often occur at the start of production. It is likely that actual results for Anatolia's projects will differ from current estimates and assumptions, and these differences may be material. In addition, experience from actual mining or processing operations may identify new or unexpected conditions that could reduce production below, or increase capital or operating costs above, current estimates. If actual results are less favorable than currently estimated, Anatolia's business, results of operations, financial condition and liquidity could be materially adversely affected, and, following the Transaction, those of URI.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia's mineral assets are located outside the United States and are held indirectly through foreign affiliates.

It may be difficult if not impossible to enforce judgments obtained in U.S. courts under U.S. securities laws against substantially all of Anatolia's assets which are located outside the United States.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Problems with water sources could have a negative impact on Anatolia's exploration programs and future operations.

Anatolia may not be able to secure the water necessary to conduct its activities as planned. Anatolia will strive to ensure that its activities do not adversely impact community water sources. Future operations and activities may require that alternate water sources be provided to potentially affected communities at Anatolia's expense, and following the Transaction, ultimately URI's expense.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Finding or hiring qualified people or obtaining all necessary services for Anatolia's operations may be difficult.

Finding or hiring qualified people or obtaining all necessary services for Anatolia's operations may be difficult. It may be difficult to hire qualified people, or to retain service providers, with the requisite expertise who are situated in or willing to work in the relevant local jurisdiction at reasonable rates. If qualified people and services cannot be obtained in the relevant local jurisdiction, URI and/or Anatolia may need to obtain those services from people located outside such jurisdiction, which will require work permits and compliance with applicable laws and could result in delays and higher costs to URI to conduct its operations.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia's activities are subject to environmental regulations.

The operations of Anatolia are subject to environmental regulations promulgated by governmental agencies from time to time. A breach of such regulations may result in injunctions, fines and other sanctions. Environmental legislation is evolving, resulting in stricter standards. Enforcement resources are increasing, and fines and penalties for non-compliance are more stringent.

Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

Site closure and reclamation costs expected to be incurred in the future are estimated by Anatolia and URI's management based on the information available to them. Actual site closure and reclamation costs could be materially different from the current estimates.

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The success of Anatolia in developing its projects and conducting its operations is heavily dependent upon Anatolia's relationships with local communities and governments. Anatolia works diligently to engage in dialogue with local communities regarding planned activities and the potential for generation of social and economic benefits, however there can be no assurance that community support will be obtained or maintained. Failing to obtain or maintain such support could adversely affect the ability of Anatolia to develop its projects which, following the Transaction, would have a material impact on URI's operating results.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" The exchange rate between the Australian dollar, U.S. dollar and Turkish lira is affected by factors outside URI's control.

The exchange rates between the Australian dollar, Turkish lira and the U.S. dollar is primarily affected by the supply and demand for the two currencies, as well as by government policy or actions, but is also influenced significantly from time to time by political or economic developments in Turkey or elsewhere, and by macroeconomic factors and speculative actions. The Central Bank of Turkey has implemented a floating exchange rate regime, which has been in effect since February 2001. The Central Bank of Turkey has from time to time intervened in the foreign exchange market by conducting foreign exchange purchase auctions and other forms of intervention, usually in cases of excess volatility in the floating exchange rate regime. In addition, the Turkish government may impose other restrictions on the foreign exchange market, such as by restricting the ability to convert lira into foreign currencies. Factors that might affect the likelihood of the Turkish government's imposing these or other exchange control restrictions include the level of Turkey's foreign debt, the extent of Turkey's foreign exchange reserves, regional hostilities, terrorist activities or social unrest, including unresolved issues in Turkey's relations with Greece, and the level of untaxed economic activities due to Turkey's substantial unregistered economy.

Anatolia's primary operations are located in Turkey and many of its expenditures and obligations are denominated in Turkish lira and U.S. Dollars. Anatolia maintains its principal office in Australia, maintains cash accounts in Australian dollars and has monetary assets and liabilities in U.S. and Australian dollars and British Pounds. As such, Anatolia's results of operations are subject to foreign currency fluctuation risks and, following the Transaction, such fluctuations may adversely affect the financial position and operating results of URI. Neither Anatolia nor URI has undertaken to mitigate transactional volatility in the, U.S. dollar, Turkish lira, British Pounds or the Australian dollar at this time. URI or Anatolia may, however, enter into foreign currency forward contracts in order to match or partially offset existing currency exposures, however there can be no assurance that such forward contracts will be available on favorable terms, if at all.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Anatolia is dependent on a small number of key personnel and following the Transaction the absence of any of these individuals could have a significantly negative effect on URI.

Anatolia strongly depends on the business and technical expertise of its management and key operating personnel. There is little possibility that this dependence will decrease in the near term. If the services of Anatolia's executives, management or other key personnel were lost, it could have a material adverse effect on future operations and profitability.

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CURRENCIES

In this proxy statement, unless otherwise specified or the context otherwise requires:

The functional currency of URI is U.S. dollars. Anatolia uses the Australian dollar as its functional currency. See the section entitled "Exchange Rate Information" for additional information regarding the exchange rate between the Australian dollar and the U.S. dollar.

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EXCHANGE RATE INFORMATION

The following table shows, for the periods indicated, information concerning the exchange rate between U.S. dollars and Australian dollars. The information in the following table is expressed in U.S. dollars per Australian dollar and is based on the WM/Reuters Australian Dollar Fix at 4:00 pm (Sydney) on the day concerned, sourced from page AUDFIX on Thomson Reuters and rounded to four decimals. The average rate means the average of the exchange rates on the last day of each month during the year.

On [ ], the latest practicable date for which such information was available prior to the printing of this proxy statement, the exchange rate, based on the WM/Reuters Australian Dollar Fix at 4:00 pm (Sydney), was US$[ ] per A$[ ]. The average rate, which means the average of the exchange rates on the last day of each month during the year, was US$[ ] per A$ [ ]. These conversions should not be construed as a representation that the U.S. dollar amounts actually represent, or could be converted into, Australian dollars at the rates indicated.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Period-end rate U.S.$	Average rate U.S.$	High U.S.$	Low U.S.$
Recent monthly data
June 2015	$ 0.7680	$ 0.7723	$ 0.7799	$ 0.7649
May 2015	$ 0.7663	$ 0.7906	$ 0.8122	$ 0.7663
April 2015	$ 0.7981	$ 0.7739	$ 0.7993	$ 0.7590
March 2015	$ 0.7634	$ 0.7731	$ 0.7873	$ 0.7604
February 2015	$ 0.7792	$ 0.7790	$ 0.7886	$ 0.7648
January 2015	$ 0.7781	$ 0.8092	$ 0.8244	$ 0.7781
Annual Data (year ended December 31)
2014	$ 0.8202	$ 0.9029	$ 0.9458	$ 0.8112
2013	$ 0.8948	$ 0.9676	$ 1.0583	$ 0.8836
2012	$ 1.0384	$ 1.0358	$ 1.0816	$ 0.9675
2011	$ 1.0156	$ 1.0320	$ 1.1055	$ 0.9500
2010	$ 1.0163	$ 0.9198	$ 1.0170	$ 0.8156

end of user-specified TAGGED TABLE

ZEQ.=6,SEQ=54,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=405801,FOLIO='47',FILE='DISK131:[15ZBW1.15ZBW17601]CS17601A.;13',USER='BKYNARD',CD='13-JUL-2015;14:40' THIS IS THE END OF A COMPOSITION COMPONENT

THE MEETING

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Purpose

This proxy statement is furnished in connection with the solicitation of proxies by URI on behalf of its Board of Directors for the Annual Meeting. URI is first making this proxy statement and the accompanying proxy available on or about [ ].

At the Annual Meeting, URI stockholders will vote on the following matters:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Date, Time and Place

The Annual Meeting will be held on [ ] at [ ], local time, at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Record Date; Outstanding Shares; Shares Entitled to Vote

Holders of record of URI common stock at the close of business of [ ], the record date, or their duly authorized proxy holders, are entitled to vote on each matter submitted to a vote at the Annual Meeting and at any adjournment or postponement thereof. You are entitled to receive notice of, and to vote at, the meeting if you owned shares of URI common stock as of the close of business on the record date. At the close of business on the record date, there were [ ] shares of URI common stock outstanding and entitled to one vote per share each at the Annual Meeting. Cumulative voting is not permitted.

If you own shares that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that organization to vote those shares or obtain an authorization from them and vote the shares yourself at the meeting.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Quorum

The presence in person or by proxy of the holders of one third of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Votes "for" and "against" or "withhold," and "abstentions" and "broker non-votes" will all be counted as present to determine whether a quorum has been established. Once a share of the Company's common stock is represented for any purpose at the Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting and any adjournments of the Annual Meeting unless a new record date is or must be set for the adjourned meeting. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the Annual Meeting until a quorum is obtained.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Security Ownership of Certain Beneficial Owners and Management of URI Stock

As of the record date, directors and executive officers of URI as a group beneficially owned and were entitled to vote approximately [ ] shares of URI common stock, representing approximately [ ]%

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of the shares of URI common stock issued and outstanding. All of the directors and executive officers of URI who are entitled to vote at the Annual Meeting have advised URI that they intend to vote their shares of URI common stock in favor of each of the proposals, although such persons have not entered into agreements obligating them to do so.

See page [ ] of this proxy statement for additional information about beneficial ownership of URI common stock by URI's directors, executive officers and significant stockholders.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Required Vote

Assuming the existence of a quorum at the Annual Meeting, the following vote is required for each proposal:

Shares will be voted on each proposal as instructed in the accompanying proxy. However, if no instructions are given on a validly signed and returned proxy (other than in respect of "broker non-votes"), the shares will be voted in accordance with the Board's recommendations as follows: (i) " FOR" the approval of the issuance of URI common stock pursuant to the Transaction Agreement, (ii) " FOR" the election of the five director nominees named in this proxy statement, (iii) " FOR" ratification of the appointment of Hein & Associates LLP as our independent registered public accountants for the year ending December 31, 2014, and (iv) " FOR" advisory approval of the compensation of our named executive officers.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting by Proxy

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" General

This proxy statement is being sent to you on behalf of URI's Board of Directors for the purpose of requesting that you allow your shares of URI common stock to be represented at the meeting by the persons named in the enclosed proxy card. All shares of URI common stock represented at the meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you hold shares in your name and sign and return a proxy card or submit a proxy by telephone or over the Internet without giving specific voting instructions, your shares will be voted " FOR " the Share Issuance Proposal and each of the other proposals.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Revoking Your Proxy

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the meeting and voting in person, or by giving written notice of revocation to URI prior to the time the meeting begins. Written notice of revocation should be mailed to: [contact information].

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting in Person at the Meeting

All stockholders of record may vote their shares in person by attending the meeting and submitting the ballot that will be provided there. If your shares are held in "street name," you may vote in person at the meeting if you have a document known as a "legal proxy" from the holder of record. You will need to ask the broker, bank or other nominee holding your shares for a legal proxy and bring the legal proxy with you to the meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Recommendation

The URI Board of Directors unanimously recommends that its stockholders vote " FOR" each of the proposals.

After determining that it is advisable and in the best interests of URI and its stockholders to consummate the Transaction as contemplated by the Transaction Agreement, URI's Board of Directors unanimously authorized, approved, and declared advisable the issuance of shares of URI common stock in accordance with the Transaction Agreement.

There are certain risks associated with the Transaction. See "Risk Factors" beginning on page [ ] of this proxy statement for more information regarding such risks. URI stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the Transaction. In particular, URI stockholders are directed to the Transaction Agreement, which is attached as Annex A to this proxy statement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Solicitation of Proxies; Payment of Solicitation Expenses

URI is providing these proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at our Annual Meeting. URI will bear all expenses incurred in connection with the solicitations of proxies. In addition to the solicitation of proxies by mail, URI may ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and

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bank nominees their expenses for the solicitation. URI's directors, officers and employees also may solicit proxies by mail, telephone, electronic or facsimile transmission or in person.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Adjournments and Postponements

Although it is not currently expected, the meeting may be adjourned on one or more occasions for the purpose of soliciting additional proxies if there are insufficient votes at the time of the meeting to approve the Transaction Agreement or if a quorum is not present at the meeting. An adjournment generally may be made with the affirmative vote of the owners of a majority of the shares of URI common stock present in person or represented by proxy and entitled to vote thereon if no quorum is present or, if a quorum is present, if the number of votes favoring the action cast by the owners of the shares entitled to vote thereon exceeds the votes opposing the action cast by such shareowners. Any adjournment of the meeting for the purpose of soliciting additional proxies will allow URI shareowners who have already sent in their proxies to revoke them at any time prior to their use at the meeting as adjourned.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other Business

URI does not expect that any matter other than the proposals listed above will be brought before the meeting. If, however, other matters are properly brought before the meeting, or any adjournment or postponement of the meeting, the persons named as proxies will vote in accordance with their judgment.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Inspectors of Election

Representatives from Computershare, the Company's transfer agent, will serve as the inspectors of election.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Questions

If you would like to receive additional copies of this proxy statement, without charge, or if you have questions about the meeting, including the procedures for voting your shares, you should contact us at: Uranium Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, or by calling (303) 531-0470.

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THE TRANSACTION

This discussion of the Transaction is qualified in its entirety by reference to the Transaction Agreement, which is attached to this proxy statement as Annex A . You should read the entire Transaction Agreement carefully as it is the legal document that governs the merger.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Background of the Transaction

In early to mid-2013, URI's Board of Directors brought in a new management team to develop a strategy to reposition URI and prepare for an expected rebound in uranium markets circa 2015 to 2020. URI had legacy mineral properties located in historical U.S. uranium operating provinces in South Texas and New Mexico. URI management spent much of 2013 resolving liquidity issues by closing and consolidating five offices and operating locations into one location in Centennial, Colorado along with other cost reduction initiatives, as well as completing capital finance transactions that raised approximately $27.0 million from November 2013 through June 2015.

Beginning in the second half of 2013, URI management began developing strategies to expand URI's existing mineral property portfolio through strategic acquisitions of mineral properties or operating assets. The strategy focused on in-situ recovery projects with low cost and near-term production opportunities for existing stand-alone operations, developed and undeveloped mineral properties. URI management evaluated five acquisition candidates between late 2013 and the end of 2014, all located in uranium provinces which could utilize either of URI's two licensed uranium processing facilities located in South Texas. URI successfully closed a transaction with Rio Grande Resources ("RGR") in November 2014 whereby URI exchanged undeveloped mineral properties included in URI's Roca Honda Project located in New Mexico for undeveloped mineral properties owned by RGR located in South Texas.

In May and October of 2014, URI also began conversations with representatives from Cantor Fitzgerald Canada Corporation, an affiliate of Cantor Fitzgerald & Co., which we refer to as Cantor Fitzgerald, about growth by way of merger and acquisition strategies. Cantor Fitzgerald presented URI management with several potential uranium opportunities, including Anatolia's ISR project located in central Turkey. At that time, URI was already involved in a U.S. based acquisition investigation, but URI management suggested that there may be some interest in off-shore opportunities once that was completed.

On January 15, 2015, Anatolia issued a press release entitled "Hydro-Geological Flow Test Results Indicate Higher Production Flow Rates." As a result of this press release, URI management contacted Cantor Fitzgerald and suggested that URI would be interested in evaluating Anatolia. Anatolia's Temrezli Project was nearing completion of a Pre-Feasibility Study and its Preliminary Economic Assessment issued in July 2013 had estimated Temrezli's operating costs at $22.30 per pound U 3 O 8 which placed the project in the lower quartile of world-wide mine operating costs. In addition, Anatolia was pursuing a permitting and construction critical path which would result in production in late 2016.

At URI's request, Cantor Fitzgerald contacted Paul Cronin, who was Anatolia's then-acting Managing Director, and inquired about Anatolia's interest in evaluating a potential business combination with URI. Christopher M. Jones, URI's President and Chief Executive Officer, had met Mr. Cronin as a result of Mr. Cronin's past employment by RMB Resources ("RMB"), a division of FirstRand Bank. Mr. Cronin was also familiar with URI through URI's acquisition of Neutron Energy, Inc. ("Neutron") in August 2012. RMB had been a significant lender to Neutron, and URI satisfied Neutron's indebtedness to RMB through a combination of cash payments and the issuance of URI stock. Mr. Cronin indicated that he would be in Colorado the last week of January 2015 and would like to meet to explore this idea.

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Prior to meeting with Mr. Cronin, Mr. Jones contacted the individual members of URI's Board of Directors to discuss the Anatolia opportunity. Mr. Jones also contacted representatives of RCF to discuss the Anatolia opportunity. RCF had performed an acquisition investigation of Anatolia circa 2006. In addition, as a result of restrictive covenants contained in the Loan Agreement entered into between URI and RCF in November 2013, URI requires RCF's consent to pursue the acquisition of Anatolia.

On January 26, 2015, Cantor Fitzgerald, based on publicly available information, provided an overview of Anatolia as well as certain preliminary transaction considerations to URI's acquisition team, consisting of Mr. Jones, Jeffrey L. Vigil, URI's Chief Financial Officer, and Charles Magolske, a business development consultant to URI.

On January 28, 2015, Mark K. Wheatley, an independent director of URI based in Sydney, Australia, distributed an information summary he prepared on Anatolia to the URI Board of Directors, setting forth certain advantages and disadvantages of pursuing a business combination with Anatolia.

On January 30, 2015, Mr. Cronin met with Mr. Jones, Mr. Vigil and Mr. Magolske at URI's offices in Centennial, Colorado. Mr. Cronin provided an overview on the Temrezli Project, and in particular emphasized that Anatolia would be releasing a preliminary feasibility study on the Project. Mr. Cronin indicated that Anatolia management believed Anatolia was undervalued relative to its market capitalization compared to the economic value that Temrezli would produce.

On February 2, 2015, as follow-up to the January 30, 2015 meeting, Mr. Jones provided a written communication to Mr. Cronin that discussed the benefits that a business combination would provide to the shareholders of Anatolia and URI and the combined business.

The benefits that URI provides to Anatolia included:

The benefits that Anatolia provides to URI included:

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THIS IS THE END OF A COMPOSITION COMPONENT

Potential benefits for the combined business included:

On February 3, 2015, Mr. Cronin responded to Mr. Jones' written communication by acknowledging the positives of a business combination and indicating that he would discuss this at the upcoming Anatolia Board meeting scheduled for February 3, 2015. Mr. Cronin also expressed concern about Anatolia's ability to move quickly due to a small working staff and the staff's current work loads.

On February 3, 2015, Mr. Jones met with representatives of RCF who offered support for a deal with Anatolia and offered to provide access to RCF's previous work on Anatolia. Also on February 3, 2015, Mr. Wheatley prepared and sent research and editorial comments about Anatolia to Mr. Jones and Terrence Cryan, Chairman of URI's Board of Directors.

On February 4, 2015, Mr. Jones sent a draft confidentiality agreement to Mr. Cronin while also acknowledging the challenges and impact that pursuing business combination would have on Anatolia's staff. Mr. Jones offered that much of the work would involve interaction with Anatolia's consultants, such as Tetra Tech Inc., which has offices in Colorado. On February 5, 2015, the parties executed a confidentiality agreement.

On February 9, 2015, the URI Board of Directors held a meeting at which URI management updated the Board regarding discussions and a preliminary desktop evaluation of a business combination with Anatolia. Representatives from Cantor Fitzgerald presented and discussed an overview of Anatolia as well as certain preliminary transaction considerations. URI management also presented a draft letter of interest to be sent to Anatolia, which was reviewed and discussed by the Board of Directors.

On February 10, 2015, Mr. Jones sent a draft letter of interest to the Anatolia Board of Directors. The letter of interest expressed the benefits of a business combination between URI and Anatolia and the value that URI would bring to the combined company. The letter of interest also proposed an all-stock exchange whereby Anatolia shareholders would exchange their shares for URI shares at an exchange ratio that would provide a meaningful premium over Anatolia's current market price, subject to customary due diligence. URI also indicated that it would consider a dual listing on the ASX. URI proposed exclusivity through April 30, 2015 during which time the parties could conduct due diligence, with URI taking efforts to mitigate distractions to Anatolia's business and employees. The letter of interest also stated that URI would consider retaining most or all of

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Anatolia's employees and would offer two seats on the URI Board of Directors to Anatolia directors post-closing. URI asked for a response by February 13, 2015.

On February 12, 2015, Mr. Cronin provided a response to the URI letter of interest from Anatolia's Board of Directors. The Anatolia Board recognized the strong rationale and potential benefits of a business combination and suggested negotiating a non-binding term sheet before beginning formal due diligence or granting exclusivity. The Anatolia response indicated that Anatolia had been approached by other entities in respect of a potential corporate transaction or full or partial sale of the Temrezli Project. The Anatolia response also indicated that it was crucial for Anatolia shareholders to be offered a significant premium to current market prices to reflect a change of control, the discount of Anatolia's current market capitalization relative to global peers and the strong financial returns and underlying value offered by the Temrezli Project according to the soon to be released preliminary feasibility study rather than the current market capitalization of Anatolia. Anatolia agreed that a scheme of arrangement under Australian law would likely be the best approach for the business combination, subject to investigation of tax consequences, ease of transaction execution and evaluation of deal completion risk.

On February 16, 2015, Anatolia issued a press release entitled "Pre-Feasibility Study Demonstrates Robust Economics of the Temrezli Uranium Project."

On February 26, 2015, the URI Board of Directors held a meeting at which URI management presented the investment case to the Board and asked for approval to pursue a non-binding letter of intent for a business combination with Anatolia. After review and extensive discussion, the Board approved the pursuit of a non-binding letter of intent.

On March 3, 2015, Mr. Jones transmitted a written non-binding letter of intent and term sheet to Mr. Cronin and Anatolia's Board of Directors. The term sheet set forth an exchange ratio of 0.051 URI shares for each share of Anatolia, implying a value of A$0.105 per share to Anatolia shareholders as adjusted for relative currency exchange rates. The proposed share exchange ratio represented premiums of approximately 46% to the current Anatolia closing price and approximately 58% to the 20-day volume weighted average price ("VWAP") for both URI and Anatolia as of March 3, 2015. Anatolia shareholders would own approximately 35% of the combined company. Unexercised options and warrants for Anatolia shares would be exchanged for economically equivalent options and warrants of URI based on the exchange ratio. In addition, two existing Anatolia directors would be invited to join the URI Board of Directors following closing.

The non-binding letter of intent set forth the following conditions to the Transaction:

The letter of intent and term sheet also provided for full cooperation of each party with the due diligence process of the other party. Anatolia would grant URI exclusivity through April 30, 2015, and Anatolia would be subject to a standstill on the issuance of new debt, equity, options and warrants. URI also stated its intent to honor existing Anatolia change of control obligations, although the term sheet provided that Anatolia would not enter into new employment agreements that contain new change of control provisions. The term sheet also provided a mutual break fee of $1.5 million, non-solicitation provisions and the right of URI to match any superior proposals within five days of

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receipt by Anatolia, all prior to execution of definitive documentation. The offer set forth in the letter of intent and term sheet was valid until 5 pm Denver time on March 10, 2015.

On March 4, 2015, URI and Cantor Fitzgerald agreed to the terms of an advisory agreement related to the proposed Transaction.

On March 7, 2015, Mr. Cronin provided the response of the Anatolia Board of Directors to URI's March 3, 2015 proposed non-binding letter of intent. Anatolia would not provide exclusivity to URI without an improvement in the exchange ratio. The Anatolia response referenced the completion of the preliminary feasibility study for the Temrezli Project which indicated a net present value of US$191.1 million, or approximately 12 times Anatolia's enterprise value. In addition, the Anatolia response indicated that other parties had continued to express interest in Anatolia, and that indicative non-binding terms from some of the other parties were substantially superior to URI's proposal. Anatolia indicated that it would continue discussions with URI concerning a business combination that is fairly priced and structured in a manner that ensures that shareholders of both companies would support the Transaction.

On March 7, 2015, Mr. Jones contacted Mr. Cronin to discuss Anatolia's response. Mr. Cronin indicated that Anatolia is expecting a competing offer at A$0.12 per share and that an offer of A$0.13 per share from URI would secure exclusivity.

On March 8, 2015, URI management submitted its analysis to the URI Board of Directors in support of raising the exchange ratio to an implied value of A$0.13 per share, based on the following:

On March 9, 2015, the URI Board of Directors held a meeting to discuss URI management's recommendation to increase the offer to Anatolia. Cantor Fitzgerald presented certain comparative transaction analysis based on an implied value of A$0.13 per share versus A$0.105 per share. After discussion, the URI Board approved the increase in the offer as recommended.

On March 9, 2015, URI provided a revised non-binding letter of intent to Anatolia setting forth an exchange ratio of 0.068 URI shares for each Anatolia share. Based on the proposed exchange ratio, Anatolia shareholders would own approximately 42% of the combined company.

On March 10, 2015, Mr. Cronin sent a response from the Anatolia Board to URI's revised non-binding letter of intent. The Anatolia response found the proposed exchange ratio acceptable but sought to end exclusivity sooner than April 30, 2015 as proposed by URI, and such exclusivity would be subject to the Anatolia Board's consideration of a superior proposal in accordance with guidance from the Australian Takeovers Panel. Also, Anatolia would only agree to a break fee equal to 1% of its equity value pursuant to guidance from the Australian Takeovers Panel, and such break fee would only be payable following execution of definitive documentation. The Anatolia response also noted that the Anatolia Board had awarded Mr. Cronin options that would be subject to shareholder approval, and that such options had to be excepted from the prohibition on equity awards set forth in URI's proposed letter of intent.

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On March 11, 2015, Mr. Jones sent a revised letter of intent to Mr. Cronin with the following changes:

On March 12, 2015, Mr. Cronin informed Mr. Jones of the Anatolia Board's acceptance of the revised letter of intent. Mr. Cronin then transmitted the executed document to Mr. Jones.

On March 12, 2015, URI sent a due diligence request list to Anatolia. URI began daily teleconference calls with its due diligence team comprised of Messrs. Jones, Vigil and Magolske, John Lawrence, URI's General Counsel, Ted Wilton, URI's Chief Geologist, Dain McCoig, URI's Vice President of South Texas Operations, and representatives from Cantor Fitzgerald and RCF.

During the initial call, representatives of RCF indicated that they would perform significant due diligence on the proposed acquisition of Anatolia. URI and RCF agreed to share due diligence information and findings. RCF also recommended that URI engage Critical Resource Strategy & Analysis Ltd, a London based firm that specializes in political, sustainability and stakeholder risks facing natural resource investments, to perform a political risk analysis and assessment of Anatolia's business operations in Turkey.

Separately, Hogan Lovells US LLP, URI's legal advisors, proposed Minter Ellison as Australian counsel to assist URI with legal services related to preparation of definitive documentation for the proposed business combination and the process and application for listing on the ASX.

On March 16, 2015, URI and Anatolia initiated planning for site visits to each other's business locations. Anatolia designated Tom Young, Anatolia's Chief Operating Officer, as its designee to visit URI's New Mexico and South Texas locations. The tours were conducted on March 18, 2015 through March 20, 2015, and Mr. Wilton and Mr. McCoig accompanied Mr. Young on the tours. A representative of RCF also participated in the tours.

On March 16, 2015, Mr. Wheatley and Mr. Cronin meet in Sydney, Australia to discuss the proposed Transaction.

On March 17, 2015, URI management updated the URI Board of Directors regarding Anatolia activities including due diligence updates from Mr. Wilton on technical due diligence, Mr. McCoig on operations due diligence, Mr. Lawrence on legal due diligence and Mr. Vigil on financial due diligence.

Messrs. Jones and Wilton conducted site visits of Anatolia's operations in Turkey from March 30, 2015 through April 3, 2015, accompanied by Mr. Cronin and Cevat Er, Anatolia's Country General Manager. Representatives of RCF also participated in the site visits. On March 21, 2015, in advance of the site visits, RCF and Anatolia entered into a confidentiality agreement. In addition, URI retained the Bener Law Office as legal advisers in Turkey to assist with URI's review of Anatolia's operations.

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During the period mid-March 2015 through mid-April 2015, both companies conducted due diligence on each other. The material findings of URI included the following:

On March 27, 2015, Minter Ellison distributed a draft of the Transaction Agreement to Hogan Lovells and URI management. On April 1, 2015, Minter Ellison circulated a draft of the Transaction Agreement to Anatolia. On April 8, 2015, Steinepreis Paganin, Anatolia's legal advisors, sent comments on the Transaction Agreement to Minter Ellison.

On April 8, 2015, representatives of Cantor Fitzgerald and Mr. Vigil and Mr. Lawrence discussed delivery of a fairness opinion to URI's Board of Directors in connection with the Transaction. Mr. Lawrence determined that URI should obtain a fairness opinion from an independent financial advisor that does not earn a fee upon the successful closing of the Transaction.

On April 13, 2015, URI engaged mineral resource consultants to develop a global mineral resource report for the Temrezli uranium deposit. The resulting technical work would also provide a basis for developing an overall mine plan for the Temrezli Project in the next phase of either upgrading the preliminary feasibility study or preparation of a final feasibility study.

On April 17, 2015, RCF advised URI that RCF would require additional time to complete its due diligence review of Anatolia and prepare an analysis for presentation to RCF's investment committee, which would ultimately determine (i) whether RCF would consent under the Loan Agreement between RCF and URI to URI's entry into the Transaction, (ii) whether RCF would support the Transaction as a significant shareholder of URI, and (iii) the extent to which RCF would be interested in providing project financing for the Temrezli Project.

On April 21, 2015, URI and Anatolia executed a supplement to the non-binding letter of intent which extended the exclusivity period to May 8, 2015 and granted URI's consent to Anatolia pursuing a proposed convertible debt offering, subject to URI's right of first refusal to subscribe to the offered securities.

On April 22, 2015, RCF notified URI that RCF had engaged Golder Associates, Inc. and Mine and Quarry Engineering Services, Inc. to provide consulting support for metallurgical and hydrological due diligence on the Temrezli Project.

On April 29, 2015, Mr. Vigil contacted representatives of Roth Capital Partners, LLC to inquire about Roth's capabilities and interest in providing a fairness opinion for the proposed Transaction. Roth Capital confirmed its ability to review the Transaction and advise the URI Board of Directors

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concerning the fairness of the Transaction. On April 30, 2015, URI received a draft engagement letter from Roth Capital for its proposed services to provide the fairness opinion to URI's Board of Directors. On May 1, 2015, URI and Roth Capital executed the engagement letter.

On May 4, 2015, the mineral resource consultants retained by URI finalized a mineral resource report for the Temrezli uranium deposit. The report confirmed the global resource of 9.363 million pounds of U 3 O 8 . Their report validated the separate and independent resource modeling that was performed by RCF and Anatolia's resource model. The report noted that addressable or minable resource will require further evaluation.

Also on May 4, 2015, Minter Ellison provided a revised draft of the Transaction Agreement to Steinepreis Paganin. Steinepreis Paganin provided comments to the Transaction Agreement to Minter Ellison on May 6, 2015.

On May 8, 2015, representatives of RCF met with URI management to discuss RCF's investment analysis findings. The RCF representatives noted that for URI to obtain approval of the investment RCF committee, the implied value of the exchange ratio could not exceed A$0.10 per share. Following the business meeting, URI and RCF conducted a technical group meeting to review technical due diligence findings.

Also on May 8, 2015, RCF provided a term sheet to URI setting forth the terms and conditions of RCF's consent to the proposed Transaction with Anatolia and for RCF's support as a shareholder of URI.

Minter Ellison provided a revised draft of the Transaction Agreement to Steinepreis Paganin on May 8, 2015. Mr. Cronin provided an email response to outstanding issues in the Transaction Agreement on May 8, 2015.

Mr. Jones contacted Mr. Cronin on May 10, 2015 to discuss a change in the exchange ratio. On May 11, 2015, Mr. Jones contacted Mr. Cronin and indicated that the revised exchange ratio would be equal to 0.0572, citing technical due diligence findings as a primary reason for the change in URI's valuation of Anatolia.

On May 12, 2015, RCF provided a revised term sheet which modified the terms and conditions for consent and shareholder support.

Also on May 12, 2015, the URI Board of Directors held a meeting addressing Transaction matters. URI management discussed the revised offer that Mr. Jones had conveyed to Mr. Cronin with an exchange ratio of 0.0572. Representatives of Cantor Fitzgerald presented certain transaction analysis based on parameters provided by URI, and representatives of Roth Capital presented an analysis of the fairness of the proposed Transaction to URI's shareholders. In addition, Hogan Lovells reviewed the fiduciary duties of the Board in the context of the Transaction. Management presented its due diligence findings, including technical due diligence by Mr. Wilton and legal due diligence by Mr. Lawrence. After extensive discussion and consideration, the URI Board authorized Mr. Jones to negotiate a marginally increased exchange ratio for each Anatolia share if needed.

On May 15, 2015, Mr. Jones provided Mr. Cronin and the Anatolia Board with a written revised offer which lowered the exchange ratio to 0.0572 URI shares for each Anatolia share. The revised exchange ratio represented premiums of approximately 20% based on the 20-day VWAP for both URI and Anatolia as of May 14, 2015, and Anatolia's shareholders would own approximately 37% of the combined company. URI also offered to provide Anatolia with a non-dilutive bridge financing in the amount of A$1.0 million by way of convertible notes, with a 12% coupon and a conversion rate of A$0.08 per share.

On May 17, 2015, Mr. Cronin provided Anatolia's written response to URI. Anatolia addressed the technical arguments for a reduced URI offer in detail, and refuted them noting that an improved

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offer would be required to advance the Transaction, and noted that Anatolia would require interim financing of A$2.0 million in advance of closing due to the deal timeline potentially impacting Anatolia's ability to continue the pace of development work at the Temrezli Project.

On May 18, 2015, RCF provided URI with a revised term sheet for their consent and support.

On May 19, 2015, URI provided Anatolia with a revised offer setting forth an exchange ratio of 0.0607 URI shares for each Anatolia share, which revised offer contained an expiration of 5:00 p.m., Perth time, on May 21, 2015. The proposed exchange ratio represented premiums of approximately 31% based on the 20-day VWAP, 28% based on the 5-day VWAP and 26% based on the current price for both URI and Anatolia as of May 18, 2015. Anatolia shareholders would own approximately 39% of the combined company. URI would provide Anatolia with a A$2.0 million convertible bridge loan. RCF provided a letter of support for project financing and approval of the Transaction. The revised offer was permitted to expire on May 21, 2015.

On May 26, 2015, Mr. Jones contacted Mr. Cronin and made an improved offer at an exchange ratio of 0.0658 URI shares for each Anatolia share, and requested that Mr. Cronin seek agreement from the Anatolia Board prior to Mr. Jones seeking agreement from the URI Board and RCF. On May 27, 2015, Anatolia's Board conditionally approved the revised offer subject to resolution of outstanding matters including the terms of the definitive documentation of the Transaction.

As a result of Anatolia's conditional approval of the revised offer, the URI Board of Directors scheduled a meeting for May 28, 2015. URI requested that Roth Capital provide an update to the URI Board of its analysis of the fairness of the Transaction to URI's shareholders. Roth also provided a draft opinion letter.

On May 28, 2015, the URI Board convened a meeting to review and discuss the revised offer. Once again, representatives of Cantor Fitzgerald presented certain transaction analysis based on parameters provided by URI, and representatives of Roth Capital presented the updated analysis of the fairness of the proposed Transaction to URI's shareholders. In addition, Hogan Lovells again reviewed the fiduciary duties of the Board in the context of the Transaction, and management provided an update on due diligence matters and status of the negotiation process. After extensive discussion and consideration, the URI Board conditionally approved the revised offer subject to resolution of outstanding matters including the terms of the definitive documentation of the Transaction.

Also on May 28, 2015, the RCF investment committee met and approved the revised offer, subject to satisfactory completion of legal due diligence for general corporate matters, permits/licenses and litigation.

On May 29, 2015, drafts of the Transaction Agreement and related ancillary documents and an initial draft of a convertible loan term sheet prepared by Hogan Lovells were circulated internally to URI and Minter Ellison. Minter Ellison circulated a revised draft of the Transaction Agreement and ancillary documents to Steinepreis Paganin and Anatolia on May 30, 2015.

As part of the ongoing negotiation for the non-economic terms of the Transaction Agreement, on May 30, 2015, Mr. Cronin contacted Mr. Jones and indicated that Anatolia would like a break fee if RCF does not vote for the deal, asked URI to weaken the language of RCF's legal due diligence conditions and indicated that Anatolia will consider being obligated to clear all legal due diligence items before closing. Mr. Cronin and Mr. Jones also discussed the composition of URI's Board post-closing of the Transaction.

As a follow up to the Board composition discussion, on May 30, 2015, URI further evaluated the question of whether Anatolia executive officers appointed to URI's Board would be "independent." It was determined that any former Anatolia director or officer would be independent pursuant to NASDAQ rules.

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On June 1, 2015, Minter Ellison circulated a revised draft of the Transaction Agreement and ancillary documents concurrently to URI and Anatolia with a change to provide Anatolia with termination rights and entitlement to a break fee if RCF withdraws its support for the Transaction. Over the course of the day, Minter Ellison and Steinepreis Paganin exchanged comments and revised drafts of the Transaction Agreement and ancillary documents.

Also on June 1, 2015, Hogan Lovells circulated a term sheet for a convertible loan from URI to Anatolia.

On June 2, 2015, Anatolia requested further changes to the Transaction Agreement, including a termination right if the convertible loan documents are not finalized by June 22, 2015 or if RCF withdraws support due to legal due diligence issues. Anatolia also circulated revisions to the convertible loan term sheet noting an updated budget and revised security provisions.

Also on June 2, 2015, RCF provided its final consent to URI's entry into the Transaction Agreement and an indication that RCF intends to vote in support of the Transaction. URI provided a revised convertible loan term sheet and the RCF letter of support to Anatolia. The RCF letter includes a condition that nine incomplete legal due diligence items will be resolved prior to providing their final consent and support for the Transaction in advance of closing. After review of RCF's letter of support, Anatolia proposed changes to the letter, asked for termination provisions for certain problems associated with URI mineral property title, leases or licenses should they be determined not to be in good standing and requested that the Black-Scholes option valuation parameters for volatility be agreed to in the Transaction Agreement. URI initially proposed a volatility factor of 40% for URI stock for the Black-Scholes option valuation before the parties agreed to a 60% volatility factor for both companies.

After resolution of the RCF matters and the Black-Scholes valuation matter, the negotiations were concluded at that point and, at 6:28 am Denver time on June 3, 2015, the parties executed the Transaction Agreement. A press release announcing the Transaction was lodged for distribution in the U.S. at 7:30 am Denver time and for distribution in Australia prior to the ASX open on June 4, 2015 at 10:00 am Perth time.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" URI Reasons for the Transaction

In reaching its unanimous determination that it is advisable and in the best interests of URI and its stockholders to complete the Transaction as contemplated by the Transaction Agreement and to recommend that URI stockholders vote " FOR " the issuance of shares of URI common stock pursuant to the Transaction Agreement as described in this proxy statement, URI's Board of Directors consulted and received advice from its financial and legal advisors and URI's management and considered a number of factors, including the following material factors:

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The URI board acknowledged that the Transaction requires a statement of no objection from ASIC, Court approval, regulatory notifications and approvals from the securityholders of Anatolia and customary waivers from ASX.

The URI board also considered potential risks and potentially negative factors concerning the Transaction in connection with its deliberations on the merger and the other transactions contemplated by the Transaction Agreement, including the following:

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The foregoing discussion of factors considered by the URI board is not intended to be exhaustive. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the URI board did not attempt, to quantify, rank or otherwise assign any relative or specific weights to the factors that it considered in reaching its determination to approve the Transaction and the Transaction Agreement. In addition, individual members of the URI board may have given differing weights to different factors. The URI board conducted an overall review of the factors described above and other material factors, including through discussions with, and inquiry of, URI's management and outside legal and financial advisors regarding certain of the matters described above.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Anatolia Reasons for the Transaction

In reaching its unanimous determination that it is advisable and in the best interests of Anatolia and its securityholders to complete the Transaction as contemplated by the Transaction Agreement and to recommend that Anatolia securityholders vote in favor of the relevant schemes in the absence of a Superior Proposal (as defined in the Transaction Agreement), Anatolia's board of directors (the "Anatolia board") consulted and received advice from its financial and legal advisors and Anatolia's management and considered a number of factors, including the following:

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In the course of its deliberations, the Anatolia board also considered a variety of risks and other potentially negative factors concerning the Transaction, including the following:

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The foregoing discussion of factors considered by the Anatolia board is not intended to be exhaustive. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Anatolia board did not attempt to quantify, rank or otherwise assign any relative or specific weights to the factors that it considered in reaching its determination to approve the Transaction and adopt the Transaction Agreement. In addition, individual members of the Anatolia board may have given differing weights to different factors. The Anatolia board conducted an overall review of the factors described above and other material factors, including through discussions with, and inquiry of, Anatolia's management, its inside and outside legal advisors, and its financial advisors regarding certain of the matters described above.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Recommendation of the URI Board

After careful consideration of various factors described in the section entitled "The TransactionURI's Reasons for the Transaction" beginning on page [ ] of this proxy statement, at a meeting held on May 28, 2015, the URI board has unanimously determined that it is advisable and in the best interests of URI and its stockholders to consummate the Transaction as contemplated by the Transaction Agreement. Accordingly, URI's Board of Directors unanimously recommends that URI's stockholders vote " FOR " the approval of the issuance of shares of URI common stock pursuant to the Transaction Agreement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Opinion of Financial Advisor to the URI Board

On May 28, 2015, Roth Capital Partners, LLC ("Roth") rendered its written opinion to URI's Board of Directors as to the fairness, from a financial point of view, to URI stockholders of the share exchange ratio and the aggregate consideration payable to Anatolia securityholders provided for in the Transaction pursuant to the Transaction Agreement.

Roth's opinion was directed to URI's Board of Directors (in its capacity as such) and only addressed the fairness to URI, from a financial point of view, of the share exchange ratio and the aggregate consideration payable to Anatolia securityholders provided for in the Transaction pursuant to the Transaction Agreement and did not address any other aspect or implication of the Transaction. The summary of Roth's opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Roth in preparing its opinion. However, neither Roth's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any URI stockholder as to how such stockholder should act or vote with respect to any matter relating to the Transaction.

In arriving at its opinion, Roth:

ZEQ.=5,SEQ=72,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=589933,FOLIO='65',FILE='DISK131:[15ZBW1.15ZBW17601]DC17601A.;34',USER='MBRADT',CD='14-JUL-2015;15:17'

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In arriving at its opinion, Roth relied upon and assumed, without independent verification, the accuracy and completion of the information that was publicly available or supplied or otherwise made available to Roth by URI. With respect to the Anatolia Forecasts, Roth assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Anatolia as to the future financial performance of Anatolia. Roth did not assess the achievability of any projections or the assumptions on which they were based, and expressed no view as to such projections or assumptions. In addition, Roth did not assume any responsibility for any independent valuation or appraisal of the assets, liabilities or business operations of URI or Anatolia, nor was it furnished with any such valuation or appraisal. In addition, Roth did not assume any obligation to conduct, nor did it actually conduct, any physical inspection of the properties or facilities of URI or Anatolia.

Roth relied upon and assumed, without independent verification, that (a) the Transaction will be consummated substantially in accordance with the terms set forth in the Transaction Agreement and in compliance with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, the Corporations Act 2001 (Cth), and all other applicable federal, state and local statutes, rules, regulations promulgated thereunder and the rules and regulations of The NASDAQ Stock Market, ASX Limited, and any other applicable exchanges, (b) that the representations and warranties of each party in the Transaction Agreement are true and correct, (c) that each party to the Transaction will perform on a timely basis

ZEQ.=6,SEQ=73,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1016441,FOLIO='66',FILE='DISK131:[15ZBW1.15ZBW17601]DC17601A.;34',USER='MBRADT',CD='14-JUL-2015;15:17'

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all covenants and agreements required to be performed by it under the Transaction Agreement, and (d) that all conditions to the consummation of the Transaction will be satisfied without waiver thereof. In addition, Roth relied upon and assumed, without independent verification, that the number of Excluded Shareholders, Excluded Optionholders and Excluded Performance Shareholders will not be material to the Transaction as a whole. Roth further relied upon and assumed, without independent verification, that the final Transaction Agreement when signed by all relevant parties will conform in all material respects to the execution draft of the Transaction Agreement dated June 3, 2015, and that the Transaction will be consummated as described in the draft Transaction Agreement. Roth also relied upon and assumed, without independent verification, that all governmental, regulatory and other consents and approvals contemplated by the Transaction Agreement will be timely obtained and that, in the course of obtaining any of those consents and approvals, no modification, delay, limitation, restriction or condition will be imposed or waivers made that would have a material adverse effect on URI or Anatolia or on the contemplated benefits of the Transaction.

In its opinion Roth addressed only the fairness, from a financial point of view to the holders of URI Shares, as of May 28, 2015, of the Share Exchange Ratio and the aggregate consideration payable to Anatolia Securityholders pursuant to the Transaction. Its opinion did not in any manner address any other aspect or implication of the Transaction or any agreement, arrangement or understanding entered into in connection with the Transaction or otherwise, including, without limitation, the fairness of the amount or nature of any compensation to any officers, directors or employees of, or any class of such persons, relative to the consideration in the Transaction. In its opinion Roth also does not address the relative merits of the Transaction as compared to any alternative business strategies that might exist for URI, the underlying business decision of URI to proceed with the Transaction, or the effects of any other transaction in which URI might engage. The issuance of the opinion was approved by an authorized internal fairness committee of Roth in accordance with its customary practice. The opinion was necessarily based on economic, monetary, market, financial and other conditions as they existed and could be evaluated, and the information made available to Roth, as of May 28, 2015. Roth did not express any opinion as to the underlying valuation, future performance or long-term viability of URI or Anatolia. Further, Roth did not express any opinion as to the actual value of the shares of URI when issued pursuant to the Transaction Agreement or the prices at which shares of URI will trade at any time before, after or during the Transaction. Roth did not undertake, and is under no obligation, to update, revise or reaffirm its opinion based on any subsequent developments or events or otherwise. In its opinion, Roth did not address any legal, tax or accounting matters.

Roth was not requested to, and did not, solicit any expressions of interest from any other parties with respect to any other merger, sale or other business combination involving URI.

Roth's opinion was furnished for use by URI's Board of Directors (in its capacity as such) in connection with its evaluation of the Transaction and may not be used for any other purpose without Roth's prior written consent. Roth's opinion does not constitute a recommendation to any stockholder of URI as to how such stockholder should vote or otherwise act or refrain from acting on any matter relating to the Transaction.

The following is a summary of the material financial analyses performed by Roth in preparing its written opinion, dated May 28, 2015, to URI's Board of Directors.

For purposes of its analysis, Roth calculated the exchange ratio driven off of URI's 20-day volume weighted average price ("VWAP") as of May 26, 2015, to be 0.0658 URI shares for 1 Anatolia share. Based on this exchange ratio, URI's share price (VWAP as of May 26, 2015) and the 20-day VWAP of URI shares (as of May 26, 2015), Roth calculated the implied equity value of Anatolia to be $26.4 million and, accounting for debt and cash figures provided by management, as

ZEQ.=7,SEQ=74,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=188654,FOLIO='67',FILE='DISK131:[15ZBW1.15ZBW17601]DC17601A.;34',USER='MBRADT',CD='14-JUL-2015;15:17'

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of April 30, 2015, Roth calculated the implied enterprise value to be $24.4 million ("Implied Enterprise Value").

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Trading Prices

Roth reviewed the per share trading prices for Anatolia shares during the 52 week period prior to May 27, 2015, and observed the lowest price was $0.046 and the highest price was $0.090. Roth compared these prices to $0.085, the implied offer price to be paid per Anatolia share in the Transaction, calculated using the Exchange Ratio and URI's 20-day VWAP. Roth also reviewed Anatolia's five year relative stock price performance as compared to the S&P 500 Index, Russell 2000 Index, S&P/TSX Global Mining Index, and against a peer group, and analyzed Anatolia's two year volume history by price. Roth also reviewed Anatolia's stock price performance based on volume and share pricing for the past two years, analyzing certain significant events in the company's recent history.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Comparable Companies Analysis

Roth performed an analysis of Anatolia's offer multiple against the multiples of Energy Fuels Inc., Uranerz Energy Corp., UR-Energy Inc., Uranium Energy and Denison Mines. Roth chose these companies because of their similarities to the operations of URI. They are U.S. or Canada-listed, publicly traded metals and mining companies with exposure to uranium and have a market capitalization below $1 billion.

For the Company and each of the selected companies, Roth calculated and compared various financial multiples and ratios of the Company and the selected comparable companies based on management projections each respective company's public filings for historical information from Capital IQ.

In its review of the selected companies, Roth considered, among other things, (i) enterprise values ("EV"), (ii) EV as a multiple of reported revenue for the latest twelve-month period ("LTM"), (iii) EV as a multiple of reported earnings before interest, taxes, depreciation and amortization ("EBITDA") for the LTM, (iv) EV as a multiple of estimated revenue for the years 2015, 2016 and 2017 and (v) EV as a multiple of estimated EBITDA for the years 2015, 2016 and 2017.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Minimum	Mkt. Cap (05/27/15) — $ 35.7	Enterprise Value — $ 32.1	2.3x	25.8x
25th Percentile	$ 93.1	$ 102.4	4.4x	25.8x
Median	$ 113.0	$ 138.1	7.1x	25.8x
75th Percentile	$ 215.4	$ 235.8	17.2x	25.8x
Maximum	$ 422.1	$ 408.5	41.8x	25.8x
Anatolia Energy	$ 26.4	$ 24.4	NM	NM

end of user-specified TAGGED TABLE

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Roth also considered the EV as a multiple of measured and indicated resources ("M&I Resources") based in millions of pounds.

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Minimum	Mkt. Cap (05/27/15) — $ 35.7	Enterprise Value — $ 32.1	0.7	EV/M&I Resource — $ 1.1
25th Percentile	$ 93.1	$ 102.4	19.2	$ 4.2
Median	$ 113.0	$ 138.1	46.8	$ 4.8
75th Percentile	$ 215.4	$ 235.8	81.7	$ 7.1
Maximum	$ 422.1	$ 408.5	91.5	$ 48.4
Anatolia Energy Limited	$ 26.4	$ 24.4	9.3	$ 2.6

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Precedent Transaction Analysis

Roth performed an analysis of selected change of control transactions in the mining space that in Roth's judgment were comparable for purposes of its analysis. The transaction values ranged from $9.3 million to $1,329.3 million and closed between January 1, 2010 and the present. Transactions without publicly available data were not considered in Roth's analysis. The target in each transaction had exposure to uranium, either via exploration, mining or development.

For each of the selected transactions, Roth reviewed the enterprise value in the transaction as a multiple of LTM revenue, LTM EBITDA, and LTM mineral resources, and reviewed Anatolia's offer multiple against the multiples paid in these comparable transactions. Such multiples for the selected transactions were based on publicly available information at the time of the relevant transaction. The selected transactions analyzed are set out in the following table:

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Date	Target	Buyer
01/02/15	Uranerz	Energy Fuels
12/12/13	Central Aust,	Rum Jungle Resources
12/06/13	Rockgate Capital	Denison
05/15/13	Srathmore	Energy Fuels
12/24/12	Integra Mining	Silver Lake Resources
11/26/12	Exco Resources	Washington H. Soul
11/14/12	JNR Resources	Denison
02/14/12	Extract Resources	Miraculum
01/06/12	Gold One	Baiyin Nonferrous
10/25/11	Titan Uranium	Energy Fuels
10/05/11	Focus Minerals	Focus Minerals
11/05/10	NGM Resources	Paladin Energy
06/30/10	PacMag Metals	Entrée Gold

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Minimum	Transaction Value ($M) — $ 9.3	0.5x	1.9x	EV/Pound — $ 0.5
25th percentile	$ 22.3	2.3x	2.1x	$ 1.0
Median	$ 41.8	4.4x	4.9x	$ 1.2
75th percentile	$ 159.5	120.2x	8.4x	$ 3.1
Maximum	$ 1,329.3	221.8x	11.1x	$ 11.8
Anatolia	$ 24.4	NM	NM	$ 2.6

end of user-specified TAGGED TABLE

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Premiums Paid Analysis

Roth performed an analysis of the premiums paid in 27 acquisitions, from January 1, 2010 to the present, by publicly traded mining companies. Using publicly available information, Roth reviewed the transaction value, calculated the premium each transaction price represented relative to the stock price for the 1-day, 7-day and 30-day period, and then compared the premiums so calculated to the premiums paid in comparable transactions.

Roth used the share prices listed above as the most appropriate time frame for comparison in its analysis. The results of this analysis are summarized in the following table:

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Date	Target	Buyer
01/02/15	Uranerz	Energy Fuels
06/06/14	Enexco	Denison Mines
12/12/13	Central	Rum Jungle Resources
12/06/13	Rockgate Capital	Denison
08/26/13	Alpha Minerals	Fission Uranium
05/15/13	Srathmore	Energy Fuels
01/16/13	Fission Energy	Explores uranium properties
12/24/12	Integra Mining	Silver Lake Resources
11/26/12	Exco Resources	Washington Pattinson
11/14/12	JNR Resources	Denison
07/19/12	Orion Metals	Australia Conglin
04/23/12	Pitchstone	Fission Energy
02/28/12	Kalahari Minerals	CGNPC Nuclear Fuel
02/14/12	Extract Resources	Miraculum Mineral
02/03/12	Southern Andes	Macusani Yellowcake
01/23/12	Cure Resources	Uranium Energy
01/06/12	Gold One	Baiyin Nonferrous
10/25/11	Titan Uranium	Energy Fuels
10/19/11	Hathor Explor.	Rio Tinto
10/05/11	Focus Minerals	Focus Minerals
08/05/11	Terra Ventures	Rio Tinto
02/28/11	Giralia Resources	Atlas Iron
11/05/10	NGM Resources	Paladin Energy
07/08/10	Extract Resources	Nippon Uranium
06/30/10	PacMag Metals	Entrée Gold
06/14/10	AfNat Resources	Axmin
01/29/10	Kiwara	First Quantum

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Date — Minimum	Transaction Value ($M) — $ 5.9	(20.0	(20.0	(9.3
25th Percentile	$ 16.2	10.1	8.2	15.4
Median	$ 41.8	33.7	29.5	25.6
75th Percentile	$ 212.4	44.9	42.6	42.9
Maximum	$ 1,329.3	122.2	152.0	202.4
Anatolia	$ 24.4	42.8	45.4	27.0

end of user-specified TAGGED TABLE

ZEQ.=2,SEQ=77,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=926475,FOLIO='70',FILE='DISK131:[15ZBW1.15ZBW17601]DE17601A.;33',USER='MBRADT',CD='14-JUL-2015;15:21'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Net Present Value Analysis

Roth performed a net present value analysis of the Transaction by calculating the estimated net present value of the unlevered, after-tax free cash flows attributable to shareholders of Anatolia as forecasted to be generated in 2016 to 2027 by accounting for revenue, earnings before interest and taxes ("EBIT"), change in working capital, income tax, and life of mine capital ("LoM Capital"). All of the information used in Roth's analysis was based on publicly available sources and the financial projections provided by Anatolia's management.

In performing its discounted cash flow analysis, Roth calculated the estimated present values of Anatolia's unlevered, after-tax free cash flows attributable to shareholders of Anatolia that Anatolia forecasted to generate in 2016 to 2027 by applying a discount rate of 14.6%, reflecting Roth's estimates of Anatolia's weighted-average cost of capital. The weighted-average cost of capital was calculated by adding (a) the market value of equity as a percentage of the total market value of Anatolia's capital multiplied by Anatolia's estimated cost of equity, and (b) the market value of debt as a percentage of the total market value of the Company's capital multiplied by the Company's estimated after-tax market cost of debt. The Company's estimated cost of equity was calculated using the Capital Asset Pricing Model which took into account the Company's beta, betas of comparable companies, the risk-free rate, a historical equity market risk premium, a historical small capitalization risk premium, which risk premiums were sourced from US Market PremiumIbbotson 2012, and an industry risk premium.

Based on the foregoing, to arrive at the implied price per share, Roth added the sum of the present value of free cash flows to the product of the measured and indicated uranium resources times the dollars per pound, and subtracted the Enterprise Value to arrive at the net present value ("NPV"). Roth then calculated the implied share prices for Anatolia's shares by subtracting Anatolia's net debt and adding Anatolia's equity from the NPV and dividing the result by 309.7 million, the number of fully diluted Anatolia shares outstanding. The analysis resulted in an implied price per Anatolia share of $0.212.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other Data and Considerations

Roth also considered additional facts and data, including the high and low trading prices for Anatolia's stock over the 52 weeks prior to May 27, 2015 and the premiums paid for other listed mining companies that had exposure to uranium. Roth also analyzed the ratio of enterprise value to measured and indicated resource data for both publicly traded comparable companies and precedent transactions. Additionally, Roth analyzed more qualitative aspects of URI's acquisition of Anatolia including that both URI and Anatolia are ISR uranium producers, which will enable a smooth transition by virtue of technological synergies, and that upon consummation of the acquisition, URI will be able to diversify its current uranium resource base beyond U.S. borders and increase economies of scale. As a result of the latter, URI will:

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The summary set forth above does not purport to be a complete description of the analysis performed by Roth, but simply describes, in summary form, the material analysis that Roth conducted in connection with rendering its opinion.

The preparation of a fairness opinion is a complex process and not readily susceptible to partial analysis or summary description. In arriving at its opinion, Roth did not attribute any particular weight to any analysis or factors it considered and did not form an opinion as to whether any individual analysis or factor, considered in isolation, supported or failed to support its opinion. Rather, Roth considered the totality of the factors and analysis performed in determining its opinion. Accordingly, Roth believes that the summary set forth above and its analysis must be considered as a whole and that selecting portions thereof, without considering all of its analysis, could create an incomplete view of the processes underlying its analysis and opinion.

Roth based its analysis on numerous assumptions, including assumptions concerning general business and economic conditions and industry-specific factors. Roth's analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be significantly higher or lower than those indicated. Moreover, Roth's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other Matters

The URI board retained Roth based on Roth's experience and reputation. Roth is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations, and for other purposes. Roth will receive a fee of $105,000 for its services and legal expenses, no portion of which is contingent upon the successful completion of the Transaction. URI has also agreed to reimburse Roth for certain expenses and to indemnify Roth[, its affiliates and certain related parties] against certain potential losses, claims, damages and liabilities arising out of Roth's engagement. In the two years prior to the date of its opinion, Roth has also provided services in connection with two financings for URI and received placement agent fees of approximately $1.3 million in connection with such services.

In the ordinary course of Roth's investment banking business, Roth, its affiliates, directors and officers may at any time acquire, hold or sell, for its and its affiliates' own accounts or for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of URI or Anatolia, and, accordingly, may at any time hold a long or a short position in such securities.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Certain Financial Advisory Fees Paid by URI

In connection with, and subject to the consummation of the Transaction, URI expects to incur significant financial advisory fees payable to Roth, Cantor Fitzgerald and Charles Magolske.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board of Directors and Management of the Combined Company Following the Transaction; Headquarters

Following effectiveness of the Transaction, two of Anatolia's current directors will be invited to join the URI Board of Directors, one of whom is expected to be Anatolia's Managing Director, Paul Cronin. It has been agreed that the total URI board size will be comprised of no more than seven directors in total, including the two appointees from Anatolia.

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Christopher M. Jones will remain as URI's President and Chief Executive Officer.

The headquarters of the combined company will remain at URI's corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Federal Securities Laws Consequences; Stock Transfer Restrictions

The shares of URI common stock to be issued in the Transaction have not been, and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction. The shares of URI common stock to be issued in the Transaction, including shares underlying replacement performance shares and options, will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act based on the approval of the Transaction by the Federal Court of Australia.

Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the fairness of the terms and conditions of the issuance and exchange of the securities have been approved by any court or authorized governmental entity, after a hearing upon the fairness of the terms and conditions of exchange at which all persons to whom the securities will be issued have the right to appear and to whom adequate notice of the hearing has been given. If the Federal Court of Australia approves the Transaction, its approval will constitute the basis for the shares of URI common stock, URI options and URI performance shares to be issued without registration under the Securities Act in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act.

The shares of URI common stock and URI options issued in the Transaction to Anatolia shareholders will be freely transferable under U.S. federal securities laws, except by persons who are deemed to be "affiliates" (as that term is defined under the Securities Act) of URI, including persons who are deemed to have been affiliates of URI within 90 days before the date of the closing of the Transaction. In the event that the shares and options issued by URI in the Transaction are in fact held by affiliates of URI, those holders may transfer the shares and options (i) in accordance with the provisions of Rule 144 promulgated under the Securities Act, or (ii) as otherwise permitted under the Securities Act. Rule 144 generally provides that "affiliates" of URI may not sell securities of URI received in the Transaction unless the sale is effected in compliance with the volume, current public information, manner of sale and timing limitations set forth in such rule. These limitations generally permit sales made by an affiliate in any three-month period that do not exceed the greater of 1% of the outstanding shares of URI common stock or the average weekly reported trading volume in such securities over the four calendar weeks preceding the placement of the sale order, provided that the sales are made in unsolicited, open market "broker transactions" and that current public information on URI is available. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, that issuer and may include officers and directors of the issuer as well as beneficial owners of 10% or more of any class of capital stock of the issuer.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Accounting Treatment

In accordance with US GAAP, the merger will be accounted for as a business combination using the acquisition method of accounting. URI will be treated as the acquiror for accounting purposes.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Material U.S. Federal Income Tax Consequences of the Transaction

There are no material U.S. federal income tax consequences to URI's existing stockholders that will result from the issuance of URI shares in the Transaction.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" No Dissenters or Appraisal Rights

Under the General Corporation Law of the State of Delaware, URI's Restated Certificate of Incorporation and our Amended and Restated Bylaws, the holders of URI common stock will not be entitled to dissenter's rights or appraisal rights in connection with the issuance of URI common stock, URI options or URI performance shares to the securityholders of Anatolia pursuant to the Transaction Agreement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Loan Agreement

As contemplated by the Transaction Agreement, on June 22, 2015, URI entered into a Loan Agreement with Anatolia, pursuant to which URI is providing a secured convertible loan facility (the "Loan") to Anatolia under which Anatolia may draw up to A$2.0 million (approximately US$1.6 million). URI advanced A$1.0 million to Anatolia following the closing of the Loan Agreement. Subject to the satisfaction of certain conditions, another A$1.0 million will be available to Anatolia following September 15, 2015.

The Loan will mature on December 31, 2015 and carries a 12% annual interest rate. URI may convert the A$2.0 million available under the Loan (subject to URI advancement of undrawn amounts) into Anatolia shares at a price of A$0.08 per share if there is a change of control of Anatolia, Anatolia securityholders vote against the proposed Transaction, or if the Transaction does not otherwise close by December 30, 2015. Interest will be payable in the form of Anatolia shares valued at the 20-day volume weighted average price of Anatolia's shares on the ASX at the time of the interest payment, or in cash at the election of URI. The Loan Agreement contains customary representations, warranties, covenants and events of default.

Should the Transaction be terminated, the Loan will become repayable within four months of the termination date. The Loan will also become repayable immediately in the event of a change of control of Anatolia. Anatolia can repay the Loan at any time, subject to URI's right to advance or re-advance amounts for the purpose of conversion. Should the Loan be converted into Anatolia shares, URI would hold up to an approximate 7.5% interest in Anatolia. The Loan is secured against 35% of the shares directly held by Anatolia in Anatolia Uranium Pty Ltd, a subsidiary of Anatolia and 100% owner of the Turkish operating subsidiary, Adur Madencilik STi Ltd.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Regulatory Approvals

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Australian Regulatory Matters

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Anatolia Securityholder Approval

As described above, Anatolia will hold special meetings of its ordinary shareholders, optionholders and performance shareholders on or about [date], 2015 to consider and vote upon resolutions to approve the schemes of arrangement comprising the Transaction. Each of the schemes must be approved by the requisite majorities of the relevant class of Anatolia securityholders under Section 411(4)(a)(ii) of the Corporations Act 2001 (Cth) (a majority in number (more than 50%) of the relevant class of Anatolia securityholders that are present and voting in person or by proxy at the meeting, as well as at least 75% of the total number of votes which are cast on the resolution in person or by proxy at the meeting).

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" NASDAQ Listing Notification Requirement

Under the NASDAQ Listing Rule 5250(e)(2)(D), a NASDAQ listed corporation must notify Nasdaq of the issuance of additional shares in connection with the issuance of common stock, or any security convertible into common stock in a transaction that may result in the potential issuance of common stock (or securities convertible into common stock) greater than 10% of either the total shares outstanding or the voting power outstanding on a pre-transaction basis.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" ASX Listing

URI will seek to establish an ASX listing of its shares through ASX-listed CHESS Depositary Interests (CDIs), such that:

It is a condition to the consummation of the Transaction that ASX approve (i) the admission of URI to the official list of the ASX and (ii) the official quotation of URI shares and URI quoted options

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in the form of CDI shares and CDI options, respectively. There can be no assurance that URI's application to list its securities on the ASX will be successful.

Other than as described above, neither URI nor Anatolia is aware of any regulatory approvals required to be obtained, or waiting periods required to expire, to complete the Transaction. If URI and Anatolia discover that other approvals or waiting periods are necessary, URI and Anatolia intend to seek to obtain or comply with them in accordance with the Transaction Agreement.

ZEQ.=8,SEQ=83,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=858919,FOLIO='76',FILE='DISK131:[15ZBW1.15ZBW17601]DE17601A.;33',USER='MBRADT',CD='14-JUL-2015;15:21' THIS IS THE END OF A COMPOSITION COMPONENT

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INFORMATION ABOUT THE COMPANIES

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Uranium Resources, Inc.

Uranium Resources, Inc. is a uranium exploration, development and production company. URI was organized in 1977 to acquire and develop uranium projects in South Texas using ISR process. URI has historically produced uranium by ISR methods in the State of Texas where URI currently has ISR projects and two licensed processing facilities. URI also has approximately 195,000 acres of mineral holdings in the prolific Grants Mineral Belt of the State of New Mexico (which amount includes URI's Roca Honda Project, currently the subject of a sales process) and 17,000 acres in the South Texas uranium province. URI has an NRC license to produce up to 3,000,000 pounds per annum of uranium on certain of its New Mexico projects. URI acquired these properties over the past 25 years along with an extensive information database of historic drill-hole logs and analyses. None of URI's properties are currently in production.

URI's common stock is listed on the NASDAQ Capital Market under the symbol "URRE."

For more information about URI, please visit URI's Internet website at www.uraniumresources.com . URI's Internet website address is provided as an inactive textual reference only. The information contained on URI's Internet website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. Additional information about URI is included in the documents incorporated by reference into this proxy statement. See the section entitled "Where You Can Find Additional Information" beginning on page [ ] of this proxy statement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Anatolia Energy Limited

Anatolia is a uranium exploration and development company holding a portfolio of licenses within the Republic of Turkey. Anatolia Energy has a 100% interest in nine licenses covering over 18,000 hectares of ground (or approximately 44,500 acres), including several advanced exploration and development opportunities, in the central Anatolian region of Turkey.

Anatolia's common stock is listed on the Australian Securities Exchange under the symbol "AEK."

For more information about Anatolia, please visit Anatolia's Internet website at www.anatoliaenergy.com.au . Anatolia's Internet website address is provided as an inactive textual reference only. The information contained on Anatolia's Internet website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or

ZEQ.=1,SEQ=84,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=302328,FOLIO='77',FILE='DISK131:[15ZBW1.15ZBW17601]DG17601A.;15',USER='DNICHOL',CD='13-JUL-2015;15:45'

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furnished to the SEC. Additional information about Anatolia is included in the documents incorporated by reference into this proxy statement. See the section entitled "Where You Can Find Additional Information" beginning on page [ ] of this proxy statement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management's discussion and analysis of Anatolia's financial condition and results of operations contain forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding Anatolia's capital needs, business plans and expectations. In evaluating these statements, URI stockholders should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents Anatolia has filed with or furnished to the ASX. These factors, or any one of them, may cause Anatolia's actual results or actions in the future to differ materially from any forward-looking statement made in this document.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Introduction

The following discussion and analysis of Anatolia's financial condition as of March , 2015 and its results of operations for the nine months ending March 31, 2015 and 2014 and each of the fiscal years ended June 30, 2014 and 2013 ("Fiscal 2014"and "Fiscal 2013," respectively) should be read in conjunction with Anatolia's consolidated financial statements and related notes included in this proxy statement. Amounts are stated in Australia dollars.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Mineral property expenditures

Mining exploration expenditure incurred during the nine month period ended March 31, 2015 was approximately A$4.1 million and during the year ended June 30, 2014 was approximately A$3.2 million. Total expenditures capitalised as of March 31, 2015 was approximately A$21.6 million. Anatolia completed a Preliminary Economic Assessment on the Temrezli uranium deposit in July 2013 with an update in May 2014 following further studies. Anatolia continued a substantial program of work which included advanced mineral resource, metallurgical and hydrological studies as well as environmental and social impact assessments that were incorporated into a Pre-Feasibility Study released on February 16, 2015.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Results of Operations

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" For the nine months ending March 31, 2015 and 2014

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Summary

Anatolia's consolidated net loss for the nine months ending March 31, 2015 and 2014 was approximately A$1.4 million and A$1.6 million, respectively. The principal components of the period over period changes are discussed below.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other income

Other income for the nine months ended March 31, 2015 were approximately A$340,000 compared to approximately A$20,000 for the nine months ended March 31, 2014. Anatolia and Azarga Uranium Corp. agreed that Azarga will pay A$375,000 to Anatolia in consideration for substituting a put option arrangement between the parties for a call option arrangement under which Azarga subscribes for call options relating to approximately 8.3 million Anatolia shares at A$0.08 per share, which matured on March 31, 2015.

ZEQ.=2,SEQ=85,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=82454,FOLIO='78',FILE='DISK131:[15ZBW1.15ZBW17601]DG17601A.;15',USER='DNICHOL',CD='13-JUL-2015;15:45'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Consulting fees

Consulting fees for the nine months ended March 31, 2015 were A$0.4 million compared with A$0.2 million for the nine months ended March 31, 2014. The increase was mostly due to additional consultants in regards to corporate and administration services.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Travel expenses

Travel expenses for the nine months ended March 31, 2015 were approximately A$140,000 compared with approximately A$110,000 for the nine months ended March 31, 2014. The increase was mostly due to an increase in travel activity by the senior executive team for marketing and funding purposes.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other expenses

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE


Administration expenses	57,794	109,809
Conference expenses	2,558	33,898
Depreciation and amortisation expense	7,780	1,077
Impairments	179,618	17,427
Insurance	2,630	12,624
Listing and share registry expenses	74,964	64,246
Occupancy costs	18,721	39,008
Other	710,427	757,144
Professional relations and marketing expenses	78,968	49,059
Statutory compliance	18,558	20,520

Total other expenses	1,152,019	1,104,813

end of user-specified TAGGED TABLE

Other expenses for the nine months ended March 31, 2015 were approximately A$1.2 million compared with approximately A$1.1 million for the nine months ended March 31, 2014 which is comparable period over period. Impairment expenses increased as additional areas of interest were relinquished as Anatolia obtained a better understanding of the orebody and where the future exploration efforts would be focussed.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" For the fiscal years ending June 30, 2014 and 2013

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Summary

Anatolia's consolidated net loss for the fiscal years ended June 30, 2014 and 2013 was A$2.1 million and A$1.0 million, respectively. The principal components of the period over period changes are discussed below.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other income

Other income for the fiscal year ended June 30, 2014 were approximately A$60,000 compared with A$340,000 for the year ended June 30, 2013. The decrease was mainly due to the discontinuation of management fees received.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Travel expenses

Travel expenses for the fiscal year ended June 30, 2014 were approximately A$140,000 compared with approximately A$50,000 for the year ended June 30, 2013. The increase was a result of increased activity for Anatolia directors and consultants travelling to and from Turkey.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Share based payments

Share based payment expenses for the year ended June 30, 2014 were approximately A$340,000 compared with approximately A$10,000 for the year ended June 30, 2013. The increase was due to additional options granted to directors, employees and contractors during the 2014 period.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Share of loss of associates

Share of loss of associates for the year ended June 30, 2014 were nil compared with approximately A$460,000 for the year ended June 30, 2013. The decrease was due to the acquisition of 100% in Anatolia Uranium Pty Ltd upon the merger of joint-venture partner Vetters Uranium Ltd into wholly-owned subsidiary Anatolia Uranium (BVI) on April 30, 2013 therefore ceasing to be an associate.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other expenses

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	For the fiscal years ending June 30
Other expenses	2014		2013
Administration expenses	$	131,615	$	79,555
Conference expenses		27,226		4,819
Depreciation and amortisation expense		39,131		5,780
Foreign exchange loss		147,833		67,287
Impairments		159,711
Insurance		27,741		20,269
Legal fees		95,315		50,314
Listing and share registry expenses		52,366		51,583
Occupancy costs		70,068		23,424
Professional relations and marketing expenses		69,932		33,983
Salary and wages		112,321
Statutory compliance		58,381		41,750
Other		231,809		27,097

Total other expenses	$	1,223,449	$	405,861

end of user-specified TAGGED TABLE

Other expenses for the year ended June 30, 2014 were A$1.2 million compared with A$0.4 million for the year ended June 30, 2013. The increase was mostly due to an impairment charge on exploration relating to costs capitalized on tenements relinquished and salaries and wages expense for corporate and administration services.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Financial condition

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Operating activities

Net cash used in operating activities was approximately A$1.0 million for the nine months ended March 31, 2015, as compared with A$0.91 million for the same period in 2014. The amounts are comparable period over period.

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Net cash used in operating activities was approximately A$1.7 million for the year ended June 30, 2014, as compared with approximately A$0.8 million for the same period in 2013. The increase is mostly due to an increase in corporate and administration services.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Investing activities

Net cash used in investment activities was approximately A$2.9 million for the nine months ended March 31, 2015, as compared with approximately A$3.3 million for the same period in 2014. The decrease was mostly due to the receipt of approximately A$0.3 million from the sale of a financial instrument during the 2015 period. Anatolia and Azarga agreed that Azarga will pay A$375,000 to Anatolia in consideration for substituting a put option arrangement for a call option arrangement under which Azarga subscribes for call options relating to approximately 8.3 million Anatolia shares at A$0.08 per share, which matured on March 31, 2015.

Net cash used in investment activities was approximately A$3.4 million for the year ended June 30, 2014, as compared with approximately A$2.6 million for the same period in 2013. The increase is mostly due to the increase expenditure on exploration activity of approximately A$3.0 million offset by funds no longer being advanced to the joint venture and associate of approximately A$2.3 million upon the merger of Anatolia Uranium (BVI) with Vetter Uranium Ltd.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Financing activities

Net cash provided by financing activities was approximately A$5.6 million for the nine months ended March 31, 2015, as compared with approximately A$5.0 million for the same period in 2014. The increase was mostly due to additional capital being raised during the 2015 period.

Net cash provided by financing activities was approximately A$4.9 million for the year ended June 30, 2014, as compared with approximately A$3.7 million for the same period in 2013. The increase was mostly due to additional capital being raised during the 2014 year. On September 25, 2013, Anatolia raised approximately A$2.1 million from the issue of approximately 26.1 million fully paid ordinary shares to institutional investors at A$0.08 per share. On November 7, 2013, Anatolia raised approximately A$2.1 million from the issue of approximately 26.4 million fully paid ordinary shares to institutional investors at A$0.08 per share.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Liquidity and Capital Resources

Since inception, Anatolia has primarily financed its operations through equity financings. Anatolia's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Anatolia group's reputation. Anatolia's policy is to ensure that trade debtors are repaid and managed within normal industry trading terms.

Anatolia is subject to market risk related to the market price of Anatolia's common stock which trades on the Australian Securities Exchange. Historically, Anatolia has been reliant primarily on equity financings from the issue of new securities to fund its operations. Movements in the price of Anatolia's issued stock have been volatile in the past and may continue to be volatile in the future. As a result, there is risk that Anatolia may not be able to complete an equity financing at an acceptable price when required.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Off-Balance Sheet Arrangements

Anatolia does not have any off-balance sheet arrangements.

ZEQ.=5,SEQ=88,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=575893,FOLIO='81',FILE='DISK131:[15ZBW1.15ZBW17601]DG17601A.;15',USER='DNICHOL',CD='13-JUL-2015;15:45'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Contractual Obligations

Anatolia does not have any contractual obligations.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Critical Accounting Estimates

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Capitalized Exploration and Evaluation Assets

The future recoverability of capitalized exploration and evaluation assets is dependent on a number of factors, including whether Anatolia decides to exploit the related property lease itself or, if not, whether is successfully recovers the related exploration and evaluation asset through sale.

Factors which could impact the future recoverability include the level of measured, indicated and inferred mineral resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalized exploration and evaluation assets are determined not to be recoverable in the future, this will reduce profit and net assets in the period in which this determination is made.

In addition, exploration and evaluation assets are capitalized if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalized expenditure should be written off, this will reduce profits and net assets in the period in which the determination is made.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Share-based payment transactions

Anatolia measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black Scholes model, using assumptions at the time of valuing.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Anatolia Quantitative and Qualitative Disclosures About Financial, Credit and Liquidity Risk

Anatolia's exposure to market risks includes, but is not necessarily limited to uranium price risk, foreign currency risk, country risk and interest rate risk.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Uranium Price Risk

Anatolia is subject to market risk related to the market price of uranium. At June 30, 2014 Anatolia had no uranium supply or "off-take" agreements in place. Since future sales of uranium concentrates are expected to generally occur through the uranium spot market, fluctuations in the market price of uranium would have a direct impact on Anatolia's revenues, results of operations and cash flows. Anatolia does not use derivative financial instruments for speculative trading purposes, nor does Anatolia hedge its uranium price exposure to manage its uranium price risk.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Foreign Currency Risk

Anatolia is subject to market risk related to foreign currency exchange rate fluctuations. Anatolia's functional currency is the Australian dollar, however, a portion of its business is transacted in other currencies including the United States dollar and the Turkish Lira. To date, these fluctuations have not had a material impact on Anatolia's results of operations. Anatolia does not use derivative financial instruments for speculative trading purposes, nor does it hedge its foreign currency exposure to manage its foreign currency fluctuation risk.

ZEQ.=6,SEQ=89,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=948172,FOLIO='82',FILE='DISK131:[15ZBW1.15ZBW17601]DG17601A.;15',USER='DNICHOL',CD='13-JUL-2015;15:45' THIS IS THE END OF A COMPOSITION COMPONENT

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THE TRANSACTION AGREEMENT

This section of this proxy statement describes the material provisions of the scheme implementation agreement, dated June 3, 2015, by and among URI and Anatolia, which we refer to as the Transaction Agreement. This summary does not purport to be complete and may not contain all of the information about the Transaction Agreement that is important to you. The following summary is qualified in its entirety by reference to the complete text of the Transaction Agreement, which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. URI urges you to read the full text of the Transaction Agreement because it is the legal document that governs the Transaction.

The summary of the terms of the Transaction Agreement is not intended to provide you with any factual information about URI or Anatolia. The representations, warranties and covenants made in the Transaction Agreement were made solely to the parties to, and solely for the purposes of, the Transaction Agreement and as of specific dates and were qualified and subject to important limitations agreed to by URI and Anatolia in connection with negotiating the terms of the Transaction Agreement. In particular, representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the Transaction Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and the assertions embodied in the representations and warranties contained in the Transaction Agreement (and summarized below) are qualified by information in disclosure schedules provided by URI to Anatolia and by Anatolia to URI in connection with the signing of the Transaction Agreement and by certain information contained in certain of URI's filings with the SEC. These disclosure schedules and SEC filings contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. In addition, information concerning the subject matter of the representations and warranties may have changed or may change after June 3, 2015, which subsequent information may or may not be fully reflected in public disclosures by Anatolia and URI. Accordingly, you should not rely on the representations and warranties in the Transaction Agreement (or the summaries contained herein) as characterizations of the actual state of facts about Anatolia or URI.

The representations and warranties in the Transaction Agreement and the description of them in this proxy statement should not be read alone, but instead should be read in conjunction with the other information contained in the reports, statements and filings incorporated by reference into this proxy statement. See "Where You Can Find Additional Information" beginning on page [ ] of this proxy statement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Form of the Transaction; Transaction Consideration

On June 3, 2015, URI and Anatolia entered into the Transaction Agreement, under which it was agreed that, subject to the terms and conditions set forth in the Transaction Agreement, URI would acquire all of the outstanding ordinary shares and other securities of Anatolia in accordance with schemes of arrangement to be submitted for approval by the Federal Court of Australia. Subject to the terms and conditions set forth in the Transaction Agreement, after the effective time of the schemes of arrangement and upon the completion of the Transaction, each eligible outstanding ordinary share of Anatolia will be transferred to URI in exchange for 0.06579 newly issued shares of URI common stock (adjusted as described below) and each eligible outstanding option or performance share relating to Anatolia's ordinary shares would be cancelled or transferred to URI and replaced by an option or performance share, as applicable, relating to URI's common stock. As a result of the Transaction, Anatolia will become a wholly-owned subsidiary of URI.

ZEQ.=1,SEQ=90,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=331508,FOLIO='83',FILE='DISK131:[15ZBW1.15ZBW17601]DI17601A.;8',USER='BKYNARD',CD='13-JUL-2015;15:37'

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URI will not issue fractional shares of URI common stock in the Transaction. If the number of ordinary shares of Anatolia held by a Anatolia shareholder is such that the aggregate entitlement to the shares of URI common stock includes a fractional share, then such entitlement of the Anatolia shareholder will be rounded up or down, with any such fractional entitlement of less than half a share being rounded down to the nearest whole number of a share of URI common stock, and any such fractional entitlement of half a share or more being rounded up to the nearest whole number of a share of URI common stock.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Ineligible Overseas Securityholders

URI is not obliged to issue, and will not issue, any URI securities to any ineligible overseas securityholder (that is, any Anatolia securityholder whose address as shown in the Anatolia registers on the record date is a place outside Australia and its external territories, the United States of America or New Zealand, or, provided in each case that the distribution of URI securities is not prohibited and not unduly onerous or impracticable, as determined by URI's Board of Directors, acting reasonably, the British Virgin Islands, Canada, the Republic of Turkey, the United Kingdom, Germany, Slovenia and Hong Kong), unless URI and Anatolia are satisfied, acting reasonably, that the laws of a particular foreign holder's country of residence (as shown in the Anatolia register) permit the issue and allotment of URI securities to that foreign holder, either unconditionally or after compliance with conditions.

The URI securities that would have been issued to these ineligible overseas securityholders will be issued to a sale nominee on the implementation date. URI will procure that, as soon as reasonably practicable (and in any event not more than 15 business days after the implementation date), the sale nominee:

None of Anatolia, URI or the sale nominee can give any assurance as to the price that will be achieved for the sale of URI securities described above.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Treatment of Anatolia Performance Shares and Options

For Anatolia options held in joint names, URI will issue URI options (or option CDIs, as defined below under "Listing of URI Shares, CDI Shares and CDI Options") to the joint holders and will send a holding statement in respect of the URI options (or option CDIs) to the holder whose name appears first in the Anatolia register as at the record date.

ZEQ.=2,SEQ=91,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=999103,FOLIO='84',FILE='DISK131:[15ZBW1.15ZBW17601]DI17601A.;8',USER='BKYNARD',CD='13-JUL-2015;15:37'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Status of Newly Issued URI Securities and Exemption from Registration

The Transaction Agreement provides that the shares of URI common stock to be issued to Anatolia shareholders in the Transaction must, upon issue, rank equally in all respects with all other shares of URI common stock then on issue. The shares of URI common stock to be issued to Anatolia shareholders in the Transaction will be issued pursuant to an exemption from registration under the Securities Act pursuant to section 3(a)(10) of the Securities Act.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Listing of URI Shares, CDI Shares and CDI Options

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Conditions Precedent to the Transaction

Conditions to the Obligations of Each Party. The Transaction Agreement provides that the obligations of the parties to complete the transactions contemplated by the Transaction Agreement are subject to the satisfaction of each of the following conditions precedent to the extent and in the manner set out in the Transaction Agreement, none of which, other than as set forth in (b) below, may be waived by the parties:

ZEQ.=3,SEQ=92,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=775941,FOLIO='85',FILE='DISK131:[15ZBW1.15ZBW17601]DI17601A.;8',USER='BKYNARD',CD='13-JUL-2015;15:37'

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For purposes of the Transaction Agreement:

" Anatolia Material Adverse Change " means an event or circumstance (including a change in law) that occurs, is announced or becomes known (in each case whether or not it becomes public) after the date of the Transaction Agreement which:

ZEQ.=5,SEQ=94,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=285630,FOLIO='87',FILE='DISK131:[15ZBW1.15ZBW17601]DI17601A.;8',USER='BKYNARD',CD='13-JUL-2015;15:37'

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but "Anatolia Material Adverse Change" does not include any event or circumstance:

" Anatolia Prescribed Occurrence " means the occurrence of any of the following on or after the date of the Transaction Agreement:

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provided that an "Anatolia Prescribed Occurrence" will not include any matter:

" URI Material Adverse Change " means an event or circumstance (including a change in law) that occurs, is announced or becomes known (in each case whether or not it becomes public) after the date of the Transaction Agreement which:

ZEQ.=7,SEQ=96,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=965649,FOLIO='89',FILE='DISK131:[15ZBW1.15ZBW17601]DI17601A.;8',USER='BKYNARD',CD='13-JUL-2015;15:37'

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but "URI Material Adverse Change" does not include any event or circumstance:

" URI Prescribed Occurrence " means the occurrence of any of the following on or after the date of the Transaction Agreement:

ZEQ.=8,SEQ=97,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=314782,FOLIO='90',FILE='DISK131:[15ZBW1.15ZBW17601]DI17601A.;8',USER='BKYNARD',CD='13-JUL-2015;15:37'

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provided that a "URI Prescribed Occurrence" will not include any matter:

Best Endeavors. The Transaction Agreement provides that Anatolia and URI will use their respective best endeavors to procure that each of the conditions is satisfied as soon as reasonably practicable after the date of the Transaction Agreement or continues to be satisfied at all times until the last time they are to be satisfied (as the case may require).

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Representations and Warranties

The Transaction Agreement contains a number of representations and warranties made by the parties to each other. URI made representations and warranties to Anatolia as to, among other things:

Anatolia also made representations and warranties to URI as to, among other things:

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Each of the representations and warranties made by each party is subject to matters fairly and accurately disclosed in the due diligence materials and disclosure letter provided by each of URI and Anatolia, as applicable. Certain of the representations and warranties are qualified as to materiality or "URI Material Adverse Change" or "Anatolia Material Adverse Change," each as defined above under "Conditions Precedent to the Transaction."

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Conduct of Business and Related Covenants

Conduct of Anatolia Business Pending Transaction. Anatolia has agreed that, during the period from the date of the Transaction Agreement up to and including the implementation date, Anatolia must conduct its business, and cause its subsidiaries to conduct their businesses, in the ordinary and usual course of business and: (i) operate those businesses consistent with past practice, in substantially the same manner as previously conducted; (ii) use reasonable endeavors to preserve their relationships with customers, suppliers, landlords, licensors, licensees and others having material business dealings with them, and to retain the services of all key employees; (iii) use reasonable endeavors to ensure that all assets are maintained in the normal course consistent with past practice; (iv) use reasonable endeavors to comply in all material respects with all material contracts to which a member of the Anatolia Group is a party, and with laws, authorizations and licenses applicable to each member of the Anatolia Group; and (v) not take or fail to take any action that constitutes an Anatolia Prescribed Occurrence or that could reasonably be expected to result in an Anatolia Prescribed Occurrence.

Without limiting the foregoing, Anatolia must not, and must procure that its subsidiaries do not, from the date of the Transaction Agreement up to and including the implementation date, do any of the following (or agree or offer to do any of the following):

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The foregoing limitations of Anatolia do not apply in respect of any matter:

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Conduct of URI Business Pending Transaction. URI has agreed that, during the period from the date of the Transaction Agreement up to and including the implementation date, URI must conduct and must cause each of its subsidiaries to conduct their businesses in the ordinary and usual course of business and: (i) operate those businesses consistent with past practice, in substantially the same manner as previously conducted; (ii) use reasonable endeavors to preserve their relationships with customers, suppliers, landlords, licensors, licensees and others having material business dealings with them, and to retain the services of all key employees; (iii) use reasonable endeavors to ensure that all assets are maintained in the normal course consistent with past practice; (iv) use reasonable endeavors to comply in all material respects with all material contracts to which a member of the URI Group is a party, and with laws, authorizations and licenses applicable to each member of the URI Group; and (v) not take or fail to take any action that constitutes a URI Prescribed Occurrence or that could reasonably be expected to result in a URI Prescribed Occurrence.

Without limiting the foregoing, URI must not, and must procure that its subsidiaries do not, from the date of the Transaction Agreement up to and including the implementation date, do any of the following (or agree or offer to do any of the following):

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The foregoing limitations of URI do not apply in respect of any matter:

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Access to Information and Cooperation. The parties have agreed that, during the period from the date of the Transaction Agreement up to and including the implementation date, each party must, and must procure each of their respective subsidiaries to, keep the other party and its representatives informed on:

The parties have also agreed that, on and from the effective date of the scheme of arrangement, to (i) provide the other party with any information reasonably required by that party, including information about the first party's share registry, and (ii) afford the other party reasonable access to its records and reasonable co-operation for the purposes of:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Exclusivity; No-Solicitation

URI and Anatolia have agreed to certain exclusivity arrangements. Pursuant to these arrangements:

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For purposes of the Transaction Agreement, an "acquisition proposal" means any inquiry or the making of any proposal or offer, or public announcement of an intention to make a proposal or offer, to Anatolia, Anatolia shareholders or Anatolia securityholders from any person or group or persons acting jointly or in concert which constitutes, or may reasonably be expected to lead to (in either case, whether in one transaction or a series of transactions):

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or which would otherwise compete with, or be inconsistent in any material respect with the consummation of, the Transaction.

A "superior proposal" means a bona fide acquisition proposal that is made in writing after the date of the Transaction Agreement and did not result from a breach of the exclusivity provisions set forth in the Transaction Agreement by Anatolia or its related entities or representatives, and the Anatolia Board determines in good faith (after having taken advice from its legal and financial advisers) that:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Termination; End Date

URI or Anatolia may, by notice in writing to the other, terminate the Transaction Agreement at any time prior to 8:00 am, Perth time on Anatolia's second court date:

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Anatolia may, by notice in writing to URI, terminate the Transaction Agreement at any time prior to 8:00 am, Perth time, on the second court date if:

URI may, by notice in writing to Anatolia, terminate the Transaction Agreement at any time prior to 8:00 am, Perth time on the second court date if:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Break Fee

A mutual break fee of A$319,964 has been agreed between the parties. The break fee is payable by Anatolia to URI if:

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The break fee would be payable by URI to Anatolia if:

100

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Amendment

Anatolia may not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of the Transaction without the prior consent of URI (which consent is not to be unreasonably withheld).

101

ZEQ.=10,SEQ=108,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=785470,FOLIO='101',FILE='DISK131:[15ZBW1.15ZBW17601]DK17601A.;17',USER='BKYNARD',CD='13-JUL-2015;15:37' THIS IS THE END OF A COMPOSITION COMPONENT

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PROPOSAL 1 ISSUANCE OF URI SHARES PURSUANT TO THE TRANSACTION AGREEMENT

URI's Board of Directors has unanimously adopted a resolution authorizing, approving, declaring advisable and recommending to URI stockholders for their approval the issuance of shares of URI common stock to Anatolia's stockholders in connection with the Transaction including URI shares underlying replacement options and performance shares.

NASDAQ Stock Market Listing Rule 5635(a) requires stockholder approval for the issuance of URI common stock in connection with the acquisition of the stock or assets of another company if the issuance would result in an increase of 20% or more of the total number of shares of URI common stock outstanding before any such proposed issuance.

As of July 8, 2015, 30,000,689 shares of URI common stock were issued and outstanding and 95,444 shares were held as treasury stock. Upon the consummation of the Transaction, Anatolia's stockholders will acquire an aggregate of up to approximately 20,516,656 shares of URI common stock, representing approximately 41% of the outstanding common stock of the combined company immediately after the completion of the Transaction. In addition, URI will issue replacement options and performance shares to holders of Anatolia options and performance shares. Such replacement options and shares will relate to 7,611,845 shares of URI common stock.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Required Vote and Board of Directors' Recommendation

Assuming the presence of a quorum, in order to become effective this proposal requires the affirmative vote of the holders of a majority of the shares of URI common stock properly cast on the proposal at the meeting. Abstentions, failures to submit a proxy (if you do not attend the special meeting in person) and any broker non-votes will have no effect on the outcome of the vote on this proposal.

URI's Board of Directors unanimously recommends that you vote "FOR" the approval of this proposal.

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PROPOSAL 2 ELECTION OF DIRECTORS

Our Board of Directors has nominated five directors for election at the Annual Meeting. The directors will hold office from election until the next annual meeting of stockholders and until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are current URI directors who were elected by the stockholders at the 2014 annual meeting. After over 20 years of service to URI, Paul Willmott will not be a nominee for election at the Annual Meeting. The URI Board of Directors has not nominated a candidate to replace Mr. Willmott, and a vacancy on the Board is expected to result following the Annual Meeting.

If your proxy is properly completed and received in time for the Annual Meeting, and if your proxy does not indicate otherwise, the represented shares will be voted " FOR" each of the directors presented below. We have no reason to believe that any of the nominees for director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.

In the paragraphs below, we describe each nominee's individual management and leadership experience for at least the last five years, which we believe, in the aggregate, creates a well-rounded and capable Board of Directors and contributes to the overall effectiveness of our Board and each of its Committees. Each nominee is an incumbent director and each nominee has consented to being named herein and to serve on the Board of Directors if elected. There are no family relationships among any director, executive officer or any person nominated or chosen by us to become a director.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Criteria for Nomination to the Board

The Nominating and Corporate Governance Committee of the Board of Directors identifies director candidates based on input provided by a number of sources, including members of the Committee, other directors, our stockholders, members of management and third parties. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. Any stockholder recommendation must be sent to the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria discussed below. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.

As part of the identification process, the Nominating and Corporate Governance Committee takes into account each candidate's business and professional skills, experience serving in management or on the Board of Directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the thencurrent and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board of Directors does not have a formal diversity policy for directors. However, the Board of Directors is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or

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appointment of directors will be evaluated using a substantially similar process. Incumbent directors who are being considered for re-nomination are re-evaluated both on their performance as directors and their continued ability to meet the required qualifications.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Arrangements Regarding Election of Directors

Under a Stockholders' Agreement between Resource Capital Fund V L.P. ("RCF") and the Company dated March 1, 2012, as subsequently modified by a Bridge Loan Agreement between the Company and RCF dated December 17, 2012 and a Loan Agreement between the Company and RCF dated November 13, 2013, which was subsequently amended on April 29, 2014 and November 5, 2014, the Company and RCF have the following arrangements regarding the election of directors: (i) so long as RCF and its affiliates own or hold shares of URI common stock which in the aggregate exceed 10% of the Company's issued and outstanding common stock, RCF will be entitled to have one designee placed in nomination for a seat on the Company's Board of Directors; (ii) so long as RCF and its affiliates own or hold shares of URI common stock which in the aggregate exceed 25% of the Company's issued and outstanding common stock, RCF will be entitled to have an additional designee placed in nomination for a seat on the Company's Board of Directors; and (iii) so long as any obligations remain outstanding under the Loan Agreement, RCF has the right to nominate two individuals to serve of the Company's Board of Directors. Tracy A. Stevenson and Mark K. Wheatley currently serve as RCF's designees to the Company's Board of Directors. Mr. Wheatley and RCF are also party to an agreement pursuant to which Mr. Wheatley may be entitled to additional compensation from RCF upon RCF's sale of its holdings in the Company.

Following each nominee's biography below, we have highlighted certain notable skills and qualifications that contributed to his selection as a member of our Board of Directors.

COMMAND=ADD_TABLEWIDTH,"130%" User-specified TAGGED TABLE

Name — Terence J. Cryan	53	2006	Primary Occupation — Chairman of the Board, Uranium Resources, Inc. and Co-Founder and Managing Director, Concert Energy Partners
Christopher M. Jones	56	2013	President and Chief Executive Officer, Uranium Resources, Inc.
Marvin K. Kaiser	73	2007	Founder, Whippoorwill Consulting LLC
Tracy A. Stevenson	64	2013	Founding Member of Bedrock Resources, LLC
Mark K. Wheatley	53	2013	Executive Chairman, Xanadu Mines Ltd. (ASX:XAM)

end of user-specified TAGGED TABLE

The Board of Directors unanimously recommends that stockholders vote "FOR" the election of the nominees named below.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Terence J. Cryan Chairman of the Compensation and Nominating and Corporate Governance Committees

Terence J. Cryan has served as a director since October 2006, served as the Company's Interim President and Chief Executive Officer from September 2012 to March 2013, and became Chairman of the Board in June 2014. Mr. Cryan has over twenty-five years of experience in international business as an investment banker in the United States and Europe. In 2001, Mr. Cryan co-founded and presently serves as the Managing Director of Concert Energy Partners, an investment and private equity firm based in New York City. Prior to that, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns. Earlier in his career, Mr. Cryan was a Managing Director, Energy and Natural Resources Group Head and member of the Investment Banking Operating Committee at Paine Webber. Mr. Cryan joined Paine Webber

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following its acquisition of Kidder, Peabody in 1994. From 2007 to 2010, Mr. Cryan also served as President and Chief Executive Officer of Medical Acoustics LLC. Mr. Cryan has also been an adjunct professor at the Metropolitan College of New York Graduate School of Business and is a frequent lecturer at finance and energy and natural resources industry gatherings. Mr. Cryan received a Master of Science degree in Economics from the London School of Economics in 1984 and a Bachelor of Arts degree in Economics from Tufts University in 1983. Mr. Cryan has been a Director on the Board of Ocean Power Technologies, Inc., since October 2012 and has served as its Chairman since June 2014. Mr. Cryan has been a Director on the Board of Global Power Equipment Group Inc. since January 2008 and has served as President and Chief Executive Officer since March 2015. Mr. Cryan currently serves as Director on the Board of Superior Drilling Products, Inc. and was previously a director of The Providence Service Corporation from May 2009 to May 2011 and Gryphon Gold Corporation from August 2009 to December 2012. Mr. Cryan is a Board Leadership Fellow and member of the National Association of Corporate Directors.

Mr. Cryan's extensive financial industry experience and educational background in economics provide him with a wealth of knowledge in dealing with financial, accounting and regulatory matters. Mr. Cryan's prior professional experience also permits him to provide valuable advice to the Company with respect to potential capital raising and merger and acquisition transactions, and his service as Interim President and Chief Executive Officer of the Company provides him a deep understanding of the operations of the Company.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Christopher M. Jones President and Chief Executive Officer Member of the Health, Safety, Environment and Public Affairs Committee

Christopher M. Jones has served as President and Chief Executive Officer and a director since April 2013. Mr. Jones has more than 30 years' experience in the mining industry and was most recently President, Chief Executive Officer and a director of Wildcat Silver Corporation from August 2008 to May 2012, where he and his team effectively doubled the size of Wildcat Silver's resources twice using proven metallurgical technologies. Prior to that, Mr. Jones was the Chief Operating Officer and the Mining General Manger at Albian Sands Energy from April 2004 to June 2008. Mr. Jones also held management positions at RAG Coal West Inc., Phelps Dodge Sierrita Corp. and Cyprus Amax Coal Company. He is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers and is a Professional Engineer registered in Utah and Alberta. Mr. Jones received a Bachelor of Science degree in Mining Engineering at the South Dakota School of Mines and a Master of Business Administration degree from Colorado State University.

Mr. Jones has extensive executive and leadership experience as a result of his prior employment in management roles at other companies within the mining industry, which enables him to provide valuable counsel to the Company on issues of strategic planning and corporate governance. In addition, Mr. Jones has a history of leading various mining and production operations, as well as exploration and development projects, which will be useful to the Company in its efforts to develop its asset base in New Mexico and position its South Texas operations for a return to production.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Marvin K. Kaiser Chairman of the Audit Committee and Member of the Compensation Committee

Marvin K. Kaiser has served as a director since July 2007 and is Chairman of the Audit Committee. Since 2006, Mr. Kaiser has owned Whippoorwill Consulting LLC, a consulting practice specializing in the natural resource industry. In February 2006, Mr. Kaiser retired from The Doe Run Company, a privately held natural resources company and the largest integrated lead producer in the Western Hemisphere, where he served as Executive Vice President and Chief Administrative

105

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Officer. Prior to his thirteen years with Doe Run, Mr. Kaiser held the positions of Chief Financial Officer for Amax Gold, Olympic Mining Corporation and Ranchers Exploration at various times over a 24-year period. Mr. Kaiser graduated from Southern Illinois University with a Bachelor of Science degree in Accounting in 1963 and serves as a director of the Southern Illinois University Foundation. He is a Certified Public Accountant and is experienced in all aspects of corporate finance and management. Mr. Kaiser currently serves as a director of Aurania Resources Ltd. Mr. Kaiser previously served as a director of New West Gold Corporation from May 2006 through September 2007, Constellation Copper Corporation from August 2006 through December 2008, El Capitan Precious Metals Inc. from September 2007 through April 2009, Gryphon Gold Corporation from November 2008 to December 2013, and Brigus Gold Corp. (formerly named Apollo Gold Corporation) from May 2006 to March 2014.

Mr. Kaiser's qualifications include over 40 years in the mining and exploration industries. In addition, Mr. Kaiser's background in accounting and his prior experience serving on the audit committees of other public companies make him a valuable advisor to the Company on financial and accounting issues and uniquely qualify him to serve as the Company's Audit Committee financial expert.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Tracy A. Stevenson Member of the Audit and Health, Safety, Environment and Public Affairs Committees

Tracy A. Stevenson has served as a director since December 2013. A founding member of Bedrock Resources, LLC, a private financial advisory firm focused on natural resource businesses, since 2010, Mr. Stevenson previously was Global Head of Information Systems and Global Head of Business Process Improvement at Rio Tinto PLC. In addition, he served as Executive Vice President, Chief Financial Officer and a director of Comalco Ltd. and as Chief Financial Officer and a director of Kennecott Corporation. Mr. Stevenson has served as a director of Quaterra Resources Inc. since July 2007 and was its Non-Executive Chairman from February 2008 to June 2013. Mr. Stevenson has also served as a director of Vista Gold Corp. since November 2007 and previously served as a director of Ivanhoe Mines Ltd. from May 2010 to April 2012. In addition, he is a founding member of SOS Investors LLC, a private investment firm. Mr. Stevenson, a Certified Public Accountant, graduated magna cum laude with a Bachelor of Science degree in Accounting from the University of Utah and spent four years with a predecessor of the firm PricewaterhouseCoopers LLP.

Mr. Stevenson's extensive experience in finance as a founding member of a financial advisory firm, as a Certified Public Accountant and in executive roles at other companies in the mining industry enables him to provide valuable counsel to the Company on financial matters and business opportunities related to the Company's business strategy. In addition, Mr. Stevenson's extensive board service at numerous companies in the mining industry provides him deep industry knowledge and allows him to provide important corporate governance insight to the Company.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" Mark K. Wheatley Member of the Audit, Compensation and Health, Safety, Environment and Public Affairs Committees

Mark K. Wheatley has served as a director since January 2013. Mr. Wheatley has more than 25 years of global metals and mining exploration and development experience and has served on the boards of numerous companies over the last 10 years. Mr. Wheatley currently serves as Executive Chairman of Xanadu Mines Ltd. Mr. Wheatley previously served as Chairman of Goliath Gold Mining Limited from March 2011 to April 2013 and as Chairman of Gold One International Limited from May 2009 through December 2011 and then as lead independent director through December 2012. Mr. Wheatley also served as a director of Uranium One Inc. from 2005 through

106

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2010 and as a director of St. Barbara Limited from November 2003 to July 2006, and was Chairman of Norton Gold Fields Ltd during a one-year restructuring period ending in July 2011. Mr. Wheatley was Chief Executive Officer of Southern Cross Resources from 2003, and Chairman of the Board beginning in 2004, until the company merged to create Uranium One in 2005. Mr. Wheatley's executive management experience also includes having been Managing Director and Chief Executive Officer of BMA Gold Ltd. from July 2006 to May 2009 (including during a period of voluntary administration from January 2007 through November 2007), General Manager of Corporate Development for Aurion Gold, and Senior Vice President within the global mining team of Bankers Trust Australia. Mr. Wheatley started his career at BHP in 1979 and worked in a number of technical and commercial roles.

Mr. Wheatley's qualifications include his extensive executive and mining experience, including management and board positions in the uranium industry. Mr. Wheatley's successful leadership of companies in all aspects and phases of project development, including finance, operations, exploration, production and ultimately closure, makes him a valuable advisor to the Company as it works to develop its asset base in South Texas and New Mexico.

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ZEQ.=6,SEQ=114,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=933084,FOLIO='107',FILE='DISK131:[15ZBW1.15ZBW17601]DM17601A.;18',USER='BKYNARD',CD='13-JUL-2015;15:37' THIS IS THE END OF A COMPOSITION COMPONENT

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OWNERSHIP OF URI COMMON STOCK

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Stock Ownership of Officers and Directors

The following table shows, as of July 8, 2015, the number of shares of URI common stock beneficially owned by each director, by each of the named executive officers identified in the 2014 Summary Compensation Table on page [ ] in this proxy statement, and by all current directors and executive officers as a group. The percentage beneficial ownership is based on 30,000,689 shares of common stock outstanding as of the close of business on July 8, 2015. The information in this table is based solely on statements in filings with the SEC or other reliable information.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Name of Individual or Group — Terence J. Cryan	91,098	*
Christopher M. Jones	183,361	*
Marvin K. Kaiser	55,309	*
Tracy A. Stevenson	7,916	*
Mark K. Wheatley	22,499	*
Paul K. Willmott	93,603	*
Jeffrey L. Vigil	43,424	*
Dain A. McCoig	36,294	*
All current directors and executive officers as a group (10 persons)	665,293	2.2 %

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

Represents less than 1%. (1) Includes the following shares that directors and executive officers have the right to acquire within 60 days after June 30, 2015 through the exercise of vested stock options: Terence J. Cryan, 51,666 shares; Christopher M. Jones, 24,444 shares; Marvin K. Kaiser, 16,666 shares; Tracy A. Stevenson, 1,250 shares; Mark K Wheatley, 2,500 shares; Paul K. Willmott, 1,666 shares; Dain A. McCoig, 7,062 shares; and all current directors and executive officers as a group, 105,254 shares. Except as otherwise noted, the directors and executive officers exercise sole voting and investment power over their shares shown in the table and none of the shares are subject to pledge. (2) Includes 100 shares held through the IRA of Mr. Cryan's spouse.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Stock Ownership of Certain Beneficial Owners

The following table sets forth information regarding persons or groups known to the Company to be beneficial owners of more than 5% of our outstanding common stock.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Name and Address of Beneficial Owner — Resource Capital Fund V L.P.(1)	10,306,075	31.2%
1400 Sixteenth Street, Suite 200
Denver, Colorado 80202
Global X Management Company LLC(2)	2,670,425	8.9%
623 Fifth Avenue, 15thFloor
New York, NY 10022

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) RCF reported that, as of April 2, 2015, each of RCF, its general partner, Resource Capital Associates V L.P. ("Associates V"), and the general partner of Associates V, RCA V GP Ltd.

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ZEQ.=1,SEQ=115,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=912176,FOLIO='108',FILE='DISK131:[15ZBW1.15ZBW17601]DO17601A.;16',USER='BKYNARD',CD='13-JUL-2015;15:37'

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(2) Based upon information contained in the Schedule 13G/A filed jointly by Global X Management Company LLC ("GXMC"), Bruno del Ama ("Mr. del Ama") and Jose C. Gonzalez ("Mr. Gonzalez") with the SEC on February 13, 2015. Mr. del Ama and Mr. Gonzalez each own approximately 58% and 42% of GXMC, respectively. Messrs. del Ama and Gonzalez filed the joint statement with GXMC as a result of such stock ownership which may be deemed to enable each of them to exercise control over GXMC. Neither Mr. del Ama nor Mr. Gonzalez own of record any shares of URI common stock and neither one of them has engaged in any transaction in URI common stock. However, as a result of their positions, Messrs. del Ama and Gonzalez each may be deemed to have the power to exercise or to direct the exercise of such voting and/or disposition power that GXMC may have with respect to URI common stock held by the Fund. All shares reported herein have been acquired by the Fund and Messrs. del Ama and Gonzalez each disclaim beneficial ownership over any shares of URI common stock that either one of them or GXMC may be deemed to beneficially own.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors and executive officers and persons who own more than 10% of our outstanding common stock to file reports of ownership and changes in ownership of our common stock. To our knowledge, based on a review of those forms and written representations, in 2014 all required forms were filed on time with the SEC, except for one Form 4 which was filed one day late by Mr. Kaiser due to an error by the Company's filing agent, and one Form 4 which was filed late by RCF relating to the delivery of shares by the Company in satisfaction of accrued interest under the Loan Agreement in July 2014.

CORPORATE GOVERNANCE

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board of Directors

Our business and affairs are overseen by our Board of Directors pursuant to the Delaware General Corporation Law and our amended and restated bylaws. Members of the Board of Directors are kept informed of the Company's business through discussions with the Chairman and key members of management, by reviewing materials provided to them and by participating in Board and Committee meetings. All members of the Board of Directors are elected annually by the stockholders.

Regular attendance at Board meetings and the Annual Meeting is expected of each director. Our Board of Directors held [eleven] meetings during 2014, including one meeting held on-site at one of the Company's properties. No director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served) in 2014. The independent directors met in executive session at each Board meeting held in 2014. [All but one] of the directors at the time attended the 2014 Annual Meeting of Stockholders.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Leadership Structure

The Company's governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company's needs and the Board's assessment of the Company's leadership from time to time. Although the Board regularly considers and is open to different structures as circumstances may warrant, the Board believes that the current arrangement of having a non-management Chairman is currently in the best interests of the Company and its stockholders. The Chairman, Terence J. Cryan, has served as a director since October 2006 and as the Chairman of the Board since June 2014. The current separation between the roles of Chairman and Chief Executive Officer appropriately balances the need for the Chief Executive Officer to manage the daily activities of the Company, and the Chairman serves as a liaison between the Board and executive management in an effort to enhance this relationship.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Director Independence

The Board annually reviews all relationships that directors have with the Company to affirmatively determine whether the directors are "independent" under NASDAQ listing standards. The Board has determined that each of Messrs. Cryan, Kaiser, Stevenson and Wheatley is "independent" and as a result, each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is "independent." In arriving at the foregoing independence determination, the Board of Directors considered transactions and relationships between each director or any member of his immediate family and the Company, its subsidiaries or its affiliates. The Board has determined that the directors designated as "independent" have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Arrangements Regarding Election of Directors

Under a Stockholders' Agreement between RCF and the Company dated March 1, 2012, as subsequently modified by a Bridge Loan Agreement between the Company and RCF dated December 17, 2012 and a Loan Agreement between the Company and RCF dated November 13, 2013, the Company and RCF have the following arrangements regarding the election of directors: (i) so long as RCF and its affiliates own or hold shares of URI common stock which in the aggregate exceed 10% of the Company's issued and outstanding common stock, RCF will be entitled to have one designee placed in nomination for a seat on the Company's Board of Directors; (ii) so long as RCF and its affiliates own or hold shares of URI common stock which in the aggregate exceed 25% of the Company's issued and outstanding common stock, RCF will be entitled to have an additional designee placed in nomination for a seat on the Company's Board of Directors; and (iii) so long as any obligations remain outstanding under the Loan Agreement, RCF has the right to nominate two individuals to serve of the Company's Board of Directors. Tracy A. Stevenson and Mark K. Wheatley currently serve as RCF's designees to the Company's Board of Directors. Mr. Wheatley and RCF are also party to an agreement pursuant to which Mr. Wheatley may be entitled to additional compensation from RCF upon RCF's sale of its holdings in the Company.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Communications with the Board of Directors

Interested parties, including our stockholders, desiring to communicate with our Board members, including our non-management directors as a group, may do so by mailing a request to the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Pursuant to the instruction of the Company's non-management directors, the Secretary will review inquiries and if they are relevant to, and consistent with our operations, policies

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and procedures, they will be forwarded to the director or directors to whom they are addressed. Inquiries not forwarded will be retained by the Company and will be made available to any director upon request.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Committees of the Board of Directors

The Board of Directors has established four standing Committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Health, Safety, Environment and Public Affairs Committee. The table below indicates the members of each standing Board Committee:

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Board Member	Audit	Compensation	Nominating and Corporate Governance
Terence J. Cryan*		X	Chair
Christopher M. Jones			X
Marvin K. Kaiser*	Chair	X	X
Tracy A. Stevenson*	X		X(2)
Mark K. Wheatley*	X	Chair	X
Paul K. Willmott			Chair

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(1) Mr. Wheatley became Chairman of the Compensation Committee following the 2014 Annual Meeting. (2) Mr. Stevenson joined the Health, Safety, Environment and Public Affairs on March 20, 2014.

The Board has also established a temporary Finance Committee, consisting of Messrs. Cryan, Jones, Kaiser and Willmott, to consider and act upon certain matters in connection with the November 2013 Loan Agreement with RCF and certain other financing matters. The Finance Committee held [ ] meetings in 2014 before dissolving at the end of the second quarter of 2014.

Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a charter, adopted by the Board of Directors, which is available on our website at http://urre.client.shareholder.com under "Corporate Governance," or in print, without charge, to any stockholder who sends a request to the office of the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Each charter was revised in 2013. The functions performed by each of the standing Committees are briefly described below.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Audit Committee

The Audit Committee held [six] meetings in 2014. The Audit Committee's primary responsibilities are to:

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The Board of Directors has determined that Mr. Kaiser, the chairman of the Audit Committee, satisfies the criteria adopted by the SEC to serve as an "audit committee financial expert." In addition, the Board of Directors has determined that each of Messrs. Kaiser, Stevenson and Wheatley, constituting all members of the Audit Committee, is an independent director pursuant to the requirements under the Exchange Act and NASDAQ listing standards and is able to read and understand the Company's fundamental financial statements.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Compensation Committee

The Compensation Committee held [nine] meetings in 2014. The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors regarding the compensation of the Company's directors and executive officers and administering and implementing the Company's incentive compensation plans and equity based plans. The Compensation Committee's duties and responsibilities are to:

The Compensation Committee also reviews and discusses the Compensation Discussion and Analysis appearing in our proxy statements with our management, and based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis set forth herein be included in this proxy statement.

Under our Compensation Committee Charter, the Compensation Committee has the authority to retain compensation consultants. In the past, the Compensation Committee engaged Buck Consultants, LLC to review and make recommendations regarding our executive compensation programs. Certain elements of our executive compensation programs have been developed, based in part, on the recommendations of Buck Consultants, LLC. See the discussion under the heading "Compensation Discussion and Analysis" for further information regarding the executive compensation programs. The Compensation Committee also has the authority to obtain advice and assistance from our executives, internal or external legal, accounting or other advisors as it determines necessary to carry out its duties.

The Compensation Committee may delegate its authority to determine the amount and form of compensation paid to the Company's non-executive employees and consultants to officers and other appropriate supervisory personnel. It may also delegate its authority (other than its authority to determine the compensation of the Company's Chief Executive Officer) to a subcommittee of the Compensation Committee. Finally, to the extent permitted by applicable law, the Compensation Committee may delegate to one or more officers of the Company (or other appropriate personnel) the authority to recommend stock options and other stock awards for employees who are not executive officers or members of the Board of Directors of the Company.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held [four] meetings in 2014. The Nominating and Corporate Governance Committee's duties and responsibilities are to:

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The Nominating and Corporate Governance Committee identifies director candidates based on input provided by a number of sources, including members of the Committee, other directors, our stockholders, members of management and third parties. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. Any stockholder recommendation must be sent to the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria discussed below. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.

As part of the identification process, the Nominating and Corporate Governance Committee takes into account each candidate's business and professional skills, experience serving in management or on the board of directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the thencurrent and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board of Directors does not have a formal diversity policy for directors. However, the Board of Directors is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. Incumbent directors who are being considered for re-nomination are re-evaluated both on their performance as directors and their continued ability to meet the required qualifications.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Health, Safety, Environment and Public Affairs Committee

The Health, Safety, Environment and Public Affairs Committee held [one] meeting in 2014, which was held on-site at one of the Company's properties. Its function is to provide oversight to the Company as the Company undertakes and conducts, in compliance with all regulatory, statutory and Company policies, its operations in an economically and socially responsible manner, with due regard to the safety and health of its employees, the impact of its operations on the natural environment, and the social, economic, health and environmental-related impacts in the communities in which the Company operates.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Codes of Ethics

The Company has adopted a Code of Ethics for Senior Financial Officers, which is applicable to the Company's chief executive officer, chief financial officer, controller, treasurer and chief internal auditor, and a Code of Business Conduct and Ethics, which is applicable to all of the Company's directors, officers and employees. Copies of the codes are available on our website at http://urre.client.shareholder.com under "Corporate Governance," or in print, without charge, to any stockholder who sends a request to the office of the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Related Party Transactions

The Company's general policy with respect to related party transactions is included in its Code of Business Conduct and Ethics, the administration of which is overseen by the Audit Committee. Directors and officers of the Company are required to report any transaction that the Company would be required to disclose pursuant to Item 404 (a) of Securities and Exchange Commission Regulation S-K (a "Related Party Transaction") to the Audit Committee.

The Company collects information about potential Related Party Transactions in its annual questionnaire completed by directors and officers. Potential Related Party Transactions are subject to the review and approval of the non-interested members of the Audit Committee. In determining whether to approve any such transaction, the Audit Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm's length negotiations with an unrelated third party.

On August 31, 2012, the Company acquired Neutron Energy, Inc. ("Neutron"). In anticipation of the acquisition, on March 1, 2012, the Company entered into an Investment Agreement (the "Investment Agreement") with RCF, pursuant to which RCF purchased approximately 4.5 million shares of URI common stock for $35.0 million in transactions closing in March 2012, August 2012 and September 2012, the proceeds of which were used to repay Neutron debt and fund the working capital of the Company and Neutron. In connection with the execution of the Investment Agreement, on March 1, 2012, the Company entered into a Registration Rights Agreement with RCF, pursuant to which RCF is granted certain registration rights with respect to the shares of URI common stock issued under the Investment Agreement.

On December 17, 2012, the Company entered into a Bridge Loan Agreement (the "Bridge Loan Agreement") among the Company, each of the Company's subsidiaries, as guarantors, and RCF, pursuant to which RCF provided a secured bridge loan to the Company in the amount of $5.0 million on December 18, 2012. The Company's obligations under the Bridge Loan Agreement carried an annualized interest rate of 10% and were secured by a first priority lien on all personal property of the Company and its subsidiaries. On December 18, 2012, the Company issued 42,883 shares of common stock to RCF in satisfaction of an establishment fee due under the terms of the Bridge Loan Agreement. On January 10, 2013 and March 5, 2013, the Company issued 4,861 shares and 26,482 shares, respectively, in satisfaction of interest due under the Bridge Loan Agreement. On March 5, 2013, RCF purchased approximately 2.0 million shares in a rights offering pursuant to its obligations under a Standby Purchase Agreement, dated December 17, 2012, under which RCF agreed to exercise subscription rights for the purchase of $5.0 million of common stock in a private placement. The subscription price for the common stock purchased in the rights offering was satisfied by offset against amounts outstanding under the Bridge Loan Agreement, which was subsequently terminated.

On November 13, 2013, the Company and RCF entered into a Loan Agreement (the "Loan Agreement") whereby RCF agreed, subject to the terms and conditions set forth in the Loan Agreement, to provide a secured convertible loan facility of up to $15.0 million to the Company (the "Facility"). Amounts drawn on the Facility carried an annualized interest rate of 12% until stockholder approval, and 10% thereafter. The Facility initially consisted of three tranches of $5.0 million each. RCF advanced $3.0 million of the first $5.0 million tranche shortly following the closing of the Loan Agreement, and on January 29, 2014, the stockholders approved the Loan Agreement and the issuance of shares thereunder. Following such approval, on February 4, 2014, the Company drew the remaining $2.0 million of the first tranche. On April 29, 2014, the Company, it subsidiaries and RCF entered into Amendment No. 1 to Loan Agreement ("Amendment No. 1"), which reduced the amount available under the second tranche of the Loan Agreement from $5.0 million to $3.0 million and terminated RCF's commitment relating to the $5.0 million third tranche of the Loan Agreement.

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As a consequence, the aggregate amount available under the Loan Agreement decreased from $15.0 million to $8.0 million. Following execution of Amendment No. 1, the Company requested, and RCF advanced, the final $3.0 million available under the Loan Agreement. The Company and RCF entered into Amendment No. 2 to Loan Agreement on November 5, 2014 to reflect the exchange of certain properties pursuant to the Company's November 2014 asset exchange with Rio Grande Resources, including RCF's security interest in such properties. RCF may at any time convert amounts drawn under the Loan Agreement (including amounts previously repaid) into shares of URI common stock at an initial rate of $2.60 per share. The conversion rate is subject to customary anti-dilution adjustments. If RCF were to elect to convert the $8.0 million outstanding under the Loan Agreement, the Company would issue 3,076,923 shares of common stock to RCF. For a more complete description of the terms of the Loan Agreement, see the disclosure set forth under Item 3.02 to the Form 8-K filed by the Company on February 4, 2014.

RCF beneficially owned approximately 31.2% of the Company's outstanding common stock as of July 8, 2015. In addition, under a Stockholders' Agreement between RCF and the Company dated March 1, 2012, as subsequently modified by the Bridge Loan Agreement and the Loan Agreement, RCF has certain rights to designate nominees to the Board of Directors. See "Arrangements Regarding Election of Directors" on page 6 of this Form 10-K/A. The Company's agreements and transactions with RCF could therefore be considered Related Party Transactions. Each of the Investment Agreement, Stockholders' Agreement, Registration Rights Agreement, Bridge Loan Agreement, Standby Purchase Agreement and Loan Agreement were approved unanimously by the Board, including all members of the Audit Committee.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Compensation Committee Interlocks and Insider Participation

During 2014, the Compensation Committee consisted of Mark K. Wheatley (Chair), Terence J. Cryan and Marvin K. Kaiser. No member of the Compensation Committee is now, or was during 2014, an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company or any of its subsidiaries during 2014 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of the Company currently serves or served during 2014 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on the Company's Board of Directors or Compensation Committee.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Oversight of Risk Management

The Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board of Directors relies upon the President and Chief Executive Officer to supervise day-to-day risk management, who reports directly to the Board and certain Committees on such matters as appropriate.

The Board of Directors delegates certain oversight responsibilities to its Committees. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations and ethics rests with the management of the Company, the Audit Committee provides risk oversight with respect to the Company's financial statements, the Company's compliance with legal and regulatory requirements and corporate policies and controls, and the independent auditor's selection, retention, qualifications, objectivity and independence. Additionally, the Compensation Committee provides risk oversight with respect to the Company's compensation programs, and the Nominating and Governance Committee provides risk oversight with respect to the Company's governance structure and processes and succession planning. The Board and each Committee consider reports and presentations from the members of management

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responsible for the matters considered to enable the Board and each Committee to understand and discuss risk identification and risk management.

AUDIT COMMITTEE REPORT

The Audit Committee, operating under a written charter adopted by the Board of Directors, reports to and acts on behalf of the Board of Directors by providing oversight of the Company's independent auditors and the Company's financial management and financial reporting procedures. Management has primary responsibility for preparing the Company's financial statements and establishing effective internal financial controls. Hein & Associates LLP, the Company's independent registered public accountants, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles.

The Audit Committee reviews the Company's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial control, for preparing the financial statements and for the public reporting process. Hein & Associates LLP is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee reviewed and discussed with management and Hein & Associates LLP the audited financial statements for the year ended December 31, 2014 and management's assessment of the effectiveness of the Company's internal control over financial reporting. The Audit Committee has discussed with Hein & Associates LLP the matters that are required to be discussed by the applicable Public Company Accounting Oversight Board standards. Hein & Associates LLP has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Hein & Associates LLP's communications with the Audit Committee concerning independence, and the Audit Committee discussed with Hein & Associates LLP that firm's independence. The Audit Committee also concluded that Hein & Associates LLP's provision of audit and non-audit services to the Company and its affiliates is compatible with Hein & Associates LLP's independence.

Based on the considerations referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2014 be included in the Company's Annual Report on Form 10-K for 2014 and selected Hein & Associates LLP as the independent registered public accountants for the Company for 2014.

This Report has been submitted by the following members of the Audit Committee of the Board of Directors:

The information contained in the foregoing Audit Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

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PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Board of Directors has unanimously appointed Hein & Associates LLP to be our independent registered public accountants for the year ending December 31, 2015, and has further directed that management submit the appointment of our independent registered public accountants for ratification by the stockholders at the Annual Meeting. In recommending ratification by the stockholders of such appointment, the Board of Directors is acting upon the recommendation of the Audit Committee, which has satisfied itself as to the firm's professional competence and standing. Ratification of the appointment of Hein & Associates LLP by the stockholders is not required by law. As a matter of policy, however, such appointment is being submitted to the stockholders for ratification at the Annual Meeting because the Audit Committee and the Board of Directors believe this to be a good corporate practice. The persons designated in the enclosed proxy will vote your shares FOR ratification unless you include instruction in your signed proxy to the contrary. If the stockholders fail to ratify the appointment of this firm, the Board of Directors will reconsider the matter. Representatives of Hein & Associates LLP are expected to be present at the Annual Meeting to answer appropriate questions from the stockholders and will be given an opportunity to make a statement on behalf of Hein & Associates LLP should they desire to do so. None of our directors or executive officers has any substantial interest, direct or indirect, in Hein & Associates LLP.

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Hein & Associates LLP as independent registered public accountants of the Company.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Audit and Non-Audit Fees

The following table presents fees billed for professional audit services rendered by Hein & Associates LLP, the Company's independent registered public accountants, for the audit of the Company's annual financial statements for 2013 and 2014, and fees billed for other services rendered by Hein & Associates LLP.

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	2013	2014
Audit fees(1)	$ 199,012	$ 177,891
Audit-related fees
Tax fees
All other fees

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(1) Audit fees include fees for the audits of the Company's consolidated financial statements and for services that are usually provided by an auditor in connection with statutory and regulatory filings and engagements.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor to assure that the provision of such services does not impair the auditor's independence. All of the foregoing services were pre-approved by the Audit Committee.

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EXECUTIVES AND EXECUTIVE COMPENSATION

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Executive Officers

The executive officers serve at the discretion of the Board of Directors. All officers are employed on a full-time basis.

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Name		Position
Christopher M. Jones	56	President and Chief Executive Officer
Jeffrey L. Vigil	61	Vice PresidentFinance and Chief Financial Officer
Dean T. (Ted) Wilton	67	Vice President and Chief Geologist
Dain A. McCoig	35	Vice PresidentSouth Texas Operations

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Please see above under "Proposal 2Election of Directors" for information about Christopher M. Jones, the Company's President and Chief Executive Officer. The following paragraphs set forth certain information concerning the business experience of the Company's other executive officers.

JEFFREY L. VIGIL joined the Company as Vice PresidentFinance and Chief Financial Officer in June 2013. Mr. Vigil is a mining industry financial veteran with more than thirty years of financial management experience in both production stage and development stage enterprises. Previously, he served in various financial positions, including Chief Financial Officer, at Energy Fuels, a uranium company, from April 2009 to May 2013, where he was responsible for financial and management reporting, equity financings, tax planning and compliance, treasury functions and risk management. Mr. Vigil also managed financial, operational and legal due diligence for a number of acquisitions. Prior to Energy Fuels, he served as Chief Financial Officer for Koala Corporation, which filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in March 2007. Mr. Vigil is a graduate of the University of Wyoming with a Bachelor of Science degree in Accounting and is a licensed Certified Public Accountant in the State of Colorado.

DEAN T. (TED) WILTON joined the Company in April 2012 as Vice President and Chief Geologist. Mr. Wilton, who has over 40 years of experience in the mining industry, is responsible for the development and implementation of exploration and delineation policies, systems, processes, procedures and controls related to both the exploration and development of existing properties as well as identifying potential new projects. Mr. Wilton has a comprehensive range of experience from greenfield to advanced stage mineral exploration and development programs in a variety of regions from North America and Latin America to Australia and New Zealand. He has participated in the discovery of a number of uranium and gold deposits over his career which includes a variety of technical and leadership roles at Freeport McMoRan, Inc., Kinross Gold Corporation, Neutron Energy, Inc., Victoria Gold Corporation and Klondex Mines Ltd. Prior to joining the Company in April 2012, Mr. Wilton served as Vice PresidentExploration for Klondex Mines Ltd. from January 2012 to March 2012, Vice PresidentExploration for Victoria Gold Corporation from January 2011 to December 2011, and as Chief Geologist for Neutron Energy, Inc. from March 2005 to December 2010. Mr. Wilton is a graduate of the New Mexico Institute of Mining and Technology and has been honored with the 2011 Distinguished Alumni Achievement award as well as being a Certified Professional Geologist.

DAIN A. MCCOIG joined the Company in 2004 as Plant Engineer and was promoted to Kingsville Dome Plant Supervisor in 2005, Senior Engineer in August 2008, ManagerSouth Texas Operations in April 2010 and Vice PresidentSouth Texas Operations in January 2013. Mr. McCoig earned a Bachelor of Science degree in Mechanical Engineering from Colorado School of Mines in 2002 and attained his certification as a Professional Engineer from the Texas Board of Professional Engineers in 2010.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Compensation Discussion and Analysis

In this section, we discuss our compensation philosophy and describe the compensation program for our senior executive team. We explain how our Board's Compensation Committee determines compensation for our senior executives and its rationale for specific 2014 decisions. We also discuss numerous changes the Committee has made to our program over the past several years to advance its fundamental objective: aligning our executive compensation with the long-term interests of our stockholders.

The Compensation Discussion and Analysis describes the compensation of the following named executive officers ("NEOs"):

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Name	Title
Christopher M. Jones	President, Chief Executive Officer and Director
Jeffrey L. Vigil	Vice PresidentFinance and Chief Financial Officer
Dain A. McCoig	Vice PresidentSouth Texas Operations

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Executive Summary

Our executive compensation program is designed to reward exceptional organizational and individual performance and to align our management's interests with that of our stockholders. Performance of our executives is evaluated based on financial and non-financial goals that balance achievement of short-terms goals related to the continued improvement of the Company's business and long-term goals that seek to maximize stockholder value.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Achievements

The Company achieved many of its goals during 2014 as a result of prolonged efforts by management, including:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Compensation Plan Overview

Our compensation program provides total direct compensation to our NEOs that supports our philosophy of pay-for-performance and alignment of incentives between our management and stockholders. To that end, we have implemented the following policies and practices:

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Philosophy and Objectives of Our Compensation Plan

Our compensation program is centered around a philosophy that focuses on management retention, alignment of interests between management and the stockholders and pay-for-performance compensation. We believe this philosophy allows us to compensate our NEOs competitively, while simultaneously ensuring continued development and achievement of key business strategy goals. The Compensation Committee firmly believes that our pay-for-performance philosophy should recognize both short- and long-term performance and should include both cash and equity compensation arrangements that are supported by strong corporate governance, including active and effective oversight by the Compensation Committee.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Objectives

The Compensation Committee has outlined the following objectives for compensation of our NEOs and considers such objectives in making compensation decisions:

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Objective	Description
Attraction and Retention	We provide competitive compensation to our NEOs and tie a significant portion of compensation to time-based and performance-based vesting requirements. Together, these actions help to ensure that we can continue to
attract key management personnel and retain such personnel.
Pay for Performance	A significant portion of each NEO's compensation is "at-risk" or variable, based on predetermined performance criteria. Such criteria include both short- and long-term goals, as well as financial and non-financial goals.
The Compensation Committee considers each of these criteria in making its compensation decisions each year.
Pay Mix	We use a variety of fixed-pay and incentive compensation forms, including cash, stock, options and RSUs.
Alignment of Incentives	We require our CEO and CFO to obtain a significant stock ownership stake in the Company and tie a meaningful portion of NEO compensation to awards that vest over multi-year periods.
Competitive Packages	We evaluate our compensation program in an effort to provide a competitive compensation package to each NEO that takes into account their responsibilities, performance and organization.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" How Executive Compensation is Determined

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Role of the Compensation Committee

The Compensation Committee of the Board of Directors oversees the Company's executive compensation programs. Additionally, the Compensation Committee is charged with the review and approval of all annual compensation decisions relating to the NEOs and the Company's other officers.

The Compensation Committee is composed entirely of independent, non-management members of the Board of Directors. Each member of the Compensation Committee is both a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. No Compensation Committee member participates in any of the Company's employee compensation programs. Each year the Company reviews any and all relationships that each director has with the Company, and the Board of Directors subsequently reviews these findings. The Board of Directors has determined that none of the Compensation Committee members has any material business relationships with the Company.

The responsibilities of the Compensation Committee, as stated in its charter, include the following:

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Role of Management

The Compensation Committee considers input from the CEO when making executive compensation decisions for the other NEOs. The CEO's input is useful because the CEO reviews and observes the performance of the other NEOs at the Company. No other NEO is present or privileged to the recommendations of the CEO to the Compensation Committee. The Compensation Committee and Board of Directors determine the compensation of the CEO without any management input.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Financial Performance Goals

The Compensation Committee believes that a significant portion of each NEO's compensation should be tied to the Company's performance measured against stockholder value creation. By doing so, officers have the incentive of increasing stockholder value. The Company also measures financial performance awards against certain operational cost targets, budget targets and development and production objectives. Performance goals have changed from time to time and will continue to change as the conditions of the Company and the uranium market evolve.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Non-Financial Performance Goals

The Compensation Committee also believes that a significant portion of NEO compensation should be tied to achievement of the following non-financial performance goals and exhibition of the following core values:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Non-Financial Performance Goals:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Core Values:

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Peer Group Analysis

The Company has historically evaluated its compensation program against the programs at other companies in order to ensure its compensation program is competitive. Peer companies were selected based on (i) revenue scope within a reasonable range, (ii) asset size within a reasonable range of the Company's asset size, and (iii) mining companies with operational scope comparable to those of the Companyspecifically, mining companies with operational activities versus pure "junior" developmental/exploration companies. To be reflective of the appropriate range of competitive pay practices, the group of companies used for this purpose was comprised of uranium mining companies in various stages of development and production, and in 2014 consisted of Azarga Uranium, Energy Fuels, UR Energy, Uranium Energy and Uranerz Energy Inc. The Company traditionally targeted all elements of its compensation programs to provide a competitive compensation opportunity at the median range of companies whose compensation is used in our peer group.

During 2013, the Compensation Committee utilized the services of an executive search firm which provided compensation data on current market salaries and incentive packages for executives in similarly sized mining companies in North America. The Committee negotiated salaries and long-term incentive opportunities directly with the Company's new CEO and CFO in light of their level of experience, the Company's compensation packages with its former CEO and CFO, and the need for the Company to conserve cash. For the Company's other NEOs, the Committee largely continued base salary levels from prior years in 2013 and 2014 and established performance incentives with target payments similar to the Company's legacy programs, although with a greater portion at risk based on the Company's performance and the performance of the individual NEOs.

In evaluating stock price performance in 2014, the Compensation Committee compared the Company's performance against the performance of the Global X Uranium ETF, which the Committee concluded represents a better measure of the status of the uranium industry than any potential peer group.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Use of Compensation Consultants

The Compensation Committee occasionally engages compensation consultants to assess executive pay packages and develop incentive plans. The Compensation Committee last utilized a consultant, Buck Consultants, LLC, in September 2010. The Company's current short-term incentive program and long-term incentive program have certain similarities with plans developed with the assistance of Buck Consultants in 2010 and 2011, but none of the Company's 2014 compensation decisions were the result of input from Buck Consultants or any other compensation consultant.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2013 Omnibus Incentive Plan

In June 2013, the Company adopted the Uranium Resources, Inc. 2013 Omnibus Incentive Plan (the "2013 OIP"). Prior to its adoption, the Company had three other stock incentive plans for officers and certain other employees: the Amended and Restated 1995 Stock Incentive Plan (the "1995 Plan"), the 2004 Stock Incentive Plan (the "2004 Plan") and the 2007 Restricted Stock Plan (the "2007 Plan"). In addition, the Company had a stock incentive plan for directors: the 2004 Amended and Restated Directors' Stock Option and Restricted Stock Plan (the "2004 Directors' Plan" and together with the 1995 Plan, 2004 Plan and 2007 Plan, the "Prior Plans"). The Company adopted the 2013 OIP to provide flexibility in structuring its executive compensation program and to ensure that it would have a sufficient number of shares of common stock available for equity-based awards that it expects to make to eligible individuals over the next several years. The 2013 OIP replaced the Prior Plans and no more awards were or will be granted under the Prior Plans following the adoption of the 2013 OIP. We reserved a total of one million shares of common stock for

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issuance pursuant to the 2013 OIP, plus shares that were reserved but unissued under the Prior Plans.

The 2013 OIP provides the Compensation Committee substantial flexibility in structuring awards that meet the objectives outlined above. In particular, the 2013 OIP permits the grant of performance-based and time-based RSUs, with many possible performance criteria available as the Compensation Committee determines to be appropriate. In addition to RSUs, the 2013 OIP provides for the grant of awards of stock options, stock appreciation rights, restricted stock, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards. All of our officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates, are eligible to receive awards under the 2013 OIP. In addition, consultants, advisors and certain other individuals whose participation in the 2013 OIP is determined to be in the best interests of the Company by the Compensation Committee may participate. Incentive share options, however, are only available to our employees.

The 2013 OIP is administered by the Compensation Committee. The Compensation Committee also interprets the provisions of the 2013 OIP. The Compensation Committee also determines who will receive awards under the 2013 OIP, the types of award made, the terms and conditions of awards, and the number of shares of common stock subject to an award, if the award is equity-based.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Executive Compensation Elements

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Overview and Compensation Mix

The following table illustrates the principal elements of the Company's executive compensation program, each of which is evaluated and update on an annual basis by the Compensation Committee:

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Pay Element	Characteristics	Primary Objective
Base Salary	Annual fixed cash compensation	Attract and retain qualified and high performing executives
Short-Term Incentive Compensation	Annual stock compensation based on the achievement of predetermined performance goals	Incentivize our NEOs to achieve the short-term performance goals established by the Compensation Committee
Long-Term Incentive Compensation	Long-term equity awards granted as time-based and performance-based RSUs	Retain our NEOs and align their interests with the interests of our stockholders

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In addition to the above-mentioned elements, the Company also provides a retirement, health and welfare benefit component to the executive compensation program.

The 2014 compensation mix for the Company's CEO and CFO demonstrates the Company's philosophy regarding significant long-term and performance-based compensation. As set forth in the 2014 Summary Compensation Table, approximately 43% of total compensation for the CEO and 33% of total compensation for the CFO in 2014 consisted of long-term equity awards, with approximately 39% of the CEO's 2014 compensation and 54% of the CFO's 2014 compensation consisting of base salary and the remainder consisting of compensation under the short-term incentive program. In addition, all short-term incentive compensation and a significant portion of long-term incentive compensation vests or is otherwise determined by the achievement of individual and Company-wide performance objectives.

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The following is a summary of the components of the compensation policy for the Company's NEOs. As described in greater detail below, for 2015 annual and long-term incentive programs are effective for each current NEOspecifically, Messrs. Jones, Vigil and McCoig.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Fixed Compensation

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Base Salary

The Compensation Committee establishes base salaries for our executives based on the scope of their responsibilities, and takes into account competitive market compensation paid by comparable mining industry companies. The Company believes that a competitive compensation program will enhance its ability to attract and retain senior executives. In each case, the Compensation Committee takes into account each officer's (i) current and prior compensation, (ii) scope of responsibilities, (iii) experience, (iv) comparable market salaries and (v) the Company's achievement of performance goals (both financial and non-financial). The Compensation Committee also (i) has the opportunity to meet with the officers at various times during the year, which allows the Compensation Committee to form its own assessment of each individual's performance and (ii) reviews reports of the CEO presented to the Compensation Committee, evaluating each of the other officers, including a review of their contributions and performance over the past year, strengths, weaknesses, development plans and succession potential.

For fiscal 2014, after taking into account the above-mentioned factors, historical base salaries, the performance of the NEOs and the challenging uranium pricing environment, the Compensation Committee maintained base salaries for our NEOs at the same levels as in fiscal 2013, as follows:

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Name	Title	2014 Base Salary
Christopher M. Jones	President and Chief Executive Officer	$ 275,000
Jeffrey L. Vigil	Vice PresidentFinance and Chief Financial Officer	$ 200,000
Dain A. McCoig	Vice PresidentSouth Texas Operations	$ 165,000

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For more information about the 2014 base salaries for each of our NEOs, please see "2014 Summary Compensation Table" on page [ ].

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Retirement, Health and Welfare Benefits

The Company offers a variety of health and welfare and retirement programs to all eligible employees. The NEOs generally are eligible for the same benefit programs on the same basis as the rest of the Company's employees. The Company's health and welfare programs include medical, dental and vision. In addition to the foregoing, the NEOs were or are eligible to participate in the following programs:

Supplemental Health Care Plan . Through January 31, 2014, the Company maintained a Health Care Plan (the "Supplemental Plan") for the Company's executive officers and certain of its other employees, which supplemented the standard health care plan available to all eligible employees (the "Standard Plan"). The Supplemental Plan paid directly to the participant 80% of all out-of-pocket medical and dental expenses not covered under the Standard Plan, including deductibles and co-insurance amounts. Additionally, the Supplemental Plan provided to each participant $100,000 of accidental death and dismemberment insurance protection and a worldwide medical assistance benefit. The Company paid an annual premium under the Supplemental Plan equal to $250 per participant plus 11% of claims paid. The Company terminated the Supplemental Plan effective January 31, 2014.

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401(k) Profit Sharing Plan . The Company maintains a defined contribution profit sharing plan for employees (the "401(k)") that is administered by a committee of trustees appointed by the Company. All Company employees are eligible to participate upon the completion of six months of employment, subject to minimum age requirements. Each year the Company makes a contribution to the 401(k) without regard to current or accumulated net profits of the Company. These contributions are allocated to participants in amounts equal to 25% (or a higher percentage, determined at the Company's discretion) of the participants' contributions, up to 4% of each participant's gross pay. For the plan year ended July 31, 2014, the Company contributed amounts equal to 100% of the participant's contributions, up to 4% of gross pay. Participants become 20% vested in their Company contribution account for each year of service until full vesting occurs upon the completion of five years of service. Distributions are made upon retirement, death or disability in a lump sum or in installments.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Perquisites

We do not provide any perquisites, whether cash or otherwise, to our NEOs. We feel that our executive compensation program, particularly given the challenging uranium pricing environment, provides our NEOs with competitive compensation such that we do not need to provide any perquisites to achieve the goals of our executive compensation program.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Short-Term Incentive Compensation

In 2014, the Compensation Committee established a short-term incentive program pursuant to which each of the NEOs could earn a bonus based on the achievement of certain performance measures. For fiscal 2014, the performance measures and weighting of the measures for each NEO were as follows:

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	Performance Objectives and Relative Importance — Safety / Environment	Corporate Objectives(1)	Financing	Budget	Operations Support	Target Bonus as a Percentage of Salary	Bonus Paid for Fiscal 2014
Christopher M. Jones	Medium	High	High	High	Medium	60 %	$ 124,000
Jeffrey L. Vigil	Low	High	High	High	High	30 %	$ 42,000
Dain A. McCoig	High	Medium	Low	High	High	30 %	$ 37,000
Level of Achievement	Partial	Partial	Partial	Full	Partial

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(1) Consists of restoration at certain of the Company's South Texas properties, evaluating merger and acquisition opportunities and developing resource reports.

In March 2015, the Compensation Committee determined the results of the 2014 performance measures, as set forth in the table above, and the applicable award amounts. Awards were made in stock.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Long-Term Incentive Compensation

In 2014, the Compensation Committee also determined to set long-term performance criteria for each of the NEOs. The long-term compensation program puts a greater focus on performance and serves to create a balance between long-term and short-term performance imperatives. In the case of the NEOs, two-thirds of the restricted stock units granted on June 4, 2014, vest based upon the achievement of such performance criteria, with the other one-third in each case vesting based upon continued service to the Company.

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The Compensation Committee expects the incentive program to evolve over time as the Company transitions from its current primary focus on developmental and restoration activities to an operational focus driving towards profit and return enhancement.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Stock Ownership Policy

The Compensation Committee believes that stock ownership by senior management and stock-based performance compensation arrangements are beneficial in aligning management and stockholders' interests and serves as an executive retention tool through vesting and post-vesting holding period requirements. To that end, the employment agreements for each of Mr. Jones and Mr. Vigil establish stock ownership targets for each executive of stock valued at three times the initial base salary of each executive under the employment agreements. Each of Mr. Jones and Mr. Vigil has five years from his respective employment date to reach the stock ownership target.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Target Total Direct Compensation for Fiscal 2014

The target compensation packages for our NEOs during fiscal 2015 will consist of base salary and, subject to Compensation Committee approval, a performance-based annual incentive plan pursuant to the short-term incentive program and time-based and performance-based awards under the long-term incentive program. Base salaries have been positioned to reflect job content and competitive pay practices, as discussed above.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" "Say-on-Pay" Stockholder Vote

In 2014, as in prior years, we sought an advisory vote from our stockholders regarding our executive compensation program and received a 98% favorable vote supporting the program. The Compensation Committee considers the results of the advisory vote as it completes its annual review of each pay element and the compensation packages provided to our NEOs. Given the significant level of stockholder support and our stockholder outreach throughout the year, the Compensation Committee concluded that our compensation program continues to provide a competitive pay for performance package that effectively incentivizes our NEOs to maximize stockholder value. The Compensation Committee will continue to consider the outcome of our say-on-pay votes and our stockholder views when making future compensation decisions for our NEOs.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Severance and Change in Control Arrangements

We have entered into employment agreements with Messrs. Jones and Vigil that provide payments following the termination of employment under certain circumstances, including following a change in control of the Company. The Compensation Committee believes such agreements are useful in recruiting and retaining executives, provide continuity of management in the event of an actual or threatened change in control and provide the executives with the security to make decisions that are in the best long-term interest of the stockholders. The terms of these agreements are described later in "Potential Payments Upon Termination or Change in Control."

In addition, awards under the Company's equity incentive plans generally vest or accelerate upon a change in control of the Company. The Compensation Committee believes that the above-mentioned vesting and acceleration is appropriate on the basis that our NEOs should receive the full benefit of such awards in the event of a change in control.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code generally places a $1,000,000 limit on the deductibility for federal income tax purposes of the annual compensation paid to a company's CEO

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and each of its other three most highly compensated executive officers (excluding the CFO). However, "qualified performance-based compensation" is exempt from this deductibility limitation. Qualified performance- based compensation is compensation paid based solely upon the achievement of objective performance goals, the material terms of which are approved by the stockholders of the paying corporation.

The Compensation Committee considers the anticipated tax treatment to the Company when determining executive compensation and routinely seeks to structure its executive compensation program in a way that preserves the deductibility of compensation payments and benefits. It should be noted, however, that there are many factors which are considered by the Compensation Committee in determining executive compensation and, similarly, there are many factors that may affect the deductibility of executive compensation. In order to maintain the flexibility to be able to compensate NEOs in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a strict policy that all executive compensation must be deductible under Section 162(m).

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Actions Taken After Fiscal 2014

The Compensation Committee has not taken any additional actions with respect to our executive compensation program after fiscal 2014, other than as described above.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Summary Compensation Table

The following table sets forth information regarding 2014 and 2013 compensation for each of our 2014 NEOs:

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Name and Principal Position — Christopher M. Jones(4)	2014	275,000	303,504		124,000	5,924	708,428
President and CEO	2013	215,769	351,250	108,900	79,471	2,794	758,184
Jeffrey L. Vigil(5)	2014	200,000	121,401		42,000	4,597	367,998
Vice PresidentFinance and CFO	2013	104,615	360,000		14,869	3,792	483,276
Dain A. McCoig(6)	2014	165,000	166,928		37,000	4,358	373,286
VPSouth Texas Operations	2013	162,788			29,134	13,912	205,834

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(1) See Note 11Stock Based Compensation of the Notes to Consolidated Financial Statements in the Company's Form 10-K for the period ended December 31, 2014 for a discussion of valuation assumptions for stock and option awards. The stock and option awards present the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. (2) Non-equity incentive plan compensation for 2014 and 2013 includes performance awards made under the Company's short-term incentive program. (3) Includes contributions made by the Company under the Company's 401(k) Profit Sharing Plan described above, life insurance premiums paid by the Company on behalf of the named officer. (4) Mr. Jones joined the Company on March 12, 2013. (5) Mr. Vigil joined the Company effective June 14, 2013. (6) Mr. McCoig became an executive officer of the Company upon his promotion to Vice PresidentSouth Texas Operations on January 24, 2013.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Grants of Plan-Based Awards

The table below summarizes grants of restricted stock, RSUs and options and the estimated cash awards payable under the Company's short-term and long-term incentive programs for 2014. Information regarding the terms of these awards can be found above under the headings "Short-Term Incentive Compensation," and "Long-Term Incentive Compensation" and below under the heading "Employment Agreements."

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		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)		All Other Stock Awards: Number of Shares of Stock or Units (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(2)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)
Christopher M. Jones			165,000
	6/4/2014				117,183	(3)			303,504
Jeffrey L. Vigil			60,000
	6/4/2014				46,873	(3)			121,401
Dain A. McCoig			49,500
	6/4/2014				64,451	(3)			166,928

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(1) Represents potential earnings under the Company's short-term incentive program for 2014. The target individual awards under the short-term incentive program were 30% of base salary for NEOs other than Mr. Jones and 60% of base salary in the case of Mr. Jones. The awards were not subject to threshold or maximum amounts. Awards under the short-term incentive program were paid during the first quarter of 2015. See the 2014 Summary Compensation Table for those amounts. (2) See Note 11Stock Based Compensation of the Notes to Consolidated Financial Statements in the Company's Form 10-K for the period ended December 31, 2014 for a discussion of valuation assumptions for stock and option awards. The stock and option awards present the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. (3) On June 4, 2014, pursuant to the Company's long-term incentive program, NEOs were awarded RSUs which vest as follows: one-third in three equal installments on January 2, 2015, 2016 and 2017, and the remaining two-thirds over three years subject to the achievement of performance objectives.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Employment Agreements

On March 12, 2013, the Company entered into an employment agreement with Mr. Jones in connection with his joining the Company as President and CEO. Pursuant to his employment agreement, Mr. Jones is entitled to an annual base salary of $275,000, has a target bonus equal to 60% of his base salary, and was awarded 25,000 shares of the Company's restricted stock and an option to purchase 55,000 shares of the Company's common stock. In the event of a change of control (as defined therein), if Mr. Jones is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein), the Company will pay Mr. Jones a severance amount equal to two years of base salary, in a lump sum within 30 days after his termination or termination of the agreement. If the Company otherwise terminates Mr. Jones without cause or fails to renew the employment agreement, or Mr. Jones otherwise terminates his employment for good reason, the Company will pay Mr. Jones severance in the amount of one year of base salary in a lump sum within 30 days after the termination date.

On June 11, 2013, the Company entered into an employment agreement with Mr. Vigil in connection with his joining the Company as Vice PresidentFinance and CFO. Pursuant to his employment agreement, Mr. Vigil is entitled to an annual base salary of $200,000 and has a target

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bonus equal to 30% of his base salary. The employment agreement also provides for a grant of 80,000 RSUs to Mr. Vigil. In the event of a change of control (as defined therein), if Mr. Vigil is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein), the Company will pay Mr. Vigil a severance amount equal to one year of base salary, in a lump sum within 30 days after his termination or termination of the agreement. If the Company otherwise terminates Mr. Vigil without cause or fails to renew the employment agreement, or Mr. Vigil otherwise terminates his employment for good reason, the Company will pay Mr. Vigil severance in the amount of six months of base salary in a lump sum within 30 days after the termination date.

Each employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions. Each executive has agreed not to perform any work in the United States related in any way to uranium mining, or to solicit customers, suppliers or employees of the Company, during the term of the employment agreement and for a period of one year thereafter in the case of Mr. Jones or six month thereafter in the case of Mr. Vigil.

Other than the foregoing employment agreements, we do not have any other employment agreements with our executive officers.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2014 for the NEOs. The table also shows unvested and unearned stock awards and RSUs assuming a market value of $1.86 a share, the closing market price of the Company's stock on December 31, 2014.

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Name	Option Awards — Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Christopher M. Jones	18,333	36,667	(1)	2.73	3/12/2023
						16,668	(1)	31,000
						66,667	(2)	124,000
						117,183	(3)	217,960
Jeffrey L. Vigil						53,333	(4)	99,200
						46,873	(3)	87,184
Dain A. McCoig	1,562			31.20	10/06/2015
	3,000			51.90	11/08/2016
	2,500			7.30	04/01/2020
						64,451	(3)	119,879

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(1) The reported awards represent the unvested portion of options and restricted stock that vest as follows: one-third in equal installments on March 12, 2014, 2015 and 2016, and the remaining two-thirds over three years subject to the achievement of performance objectives. (2) The reported award represents the unvested portion of RSUs that vest in equal one-third installments on January 1, 2014, 2015 and 2016.

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(3) The reported award represents the unvested portion of RSUs that vest as follows: one-third in equal installments on January 2, 2015, 2016 and 2017, and the remaining two-thirds over three years subject to the achievement of performance objectives. (4) The reported award represents the unvested portion of RSUs that vest as follows: one-third in equal installments on the first, second and third anniversaries of June 14, 2013, and the remaining two-thirds over three years subject to achievement of annual performance objectives.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Option Exercises and Stock Vested

The following table sets forth certain information regarding options, restricted stock awards and restricted stock units exercised and vested, respectively, during 2014 for the NEOs.

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Name	Stock Awards — Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Christopher M. Jones	39,815	185,560
Jeffrey L. Vigil	16,889	60,247
Dain A. McCoig

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Potential Payments Upon Termination or Change in Control

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Employment Agreements

The Company has entered into employment agreements with each of Mr. Jones and Mr. Vigil. See "Employment Agreements" above. In the event of a change of control, if either executive is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein), the Company will pay severance in an amount equal to two years of base salary in the case of Mr. Jones and one year of base salary in the case of Mr. Vigil, in each case in a lump sum within 30 days after his termination or termination of the agreement. If the Company otherwise terminates either executive, including following the disability of either executive, without cause, or fails to renew either employment agreement, or either executive otherwise terminates his employment for good reason, the Company will pay severance in an amount equal to one year of base salary in the case of Mr. Jones and six months of base salary in the case of Mr. Vigil, in each case in a lump sum within 30 days after the termination date. The employment agreements automatically terminate upon the death of the executive.

The employment agreements define "change of control" as (i) any person or group of affiliated or associated persons (other than RCF or RMB Australia Holdings, Ltd. or related entities) acquires more than 50% of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company; (iv) a majority of the members of the Board are replaced during any 12-month period; or (v) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than 50.1% of the total voting power of outstanding stock of the surviving or resulting entity is then "beneficially owned" (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Equity Incentive Plans

Upon a change in control, the stock options granted under our 1995 and 2004 Plans, the restricted stock granted under our 2007 Plan and any awards under our 2013 OIP will immediately vest in full, to the extent not already vested, for all of our NEOs.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

This Report has been submitted by the following members of the Compensation Committee of the Board of Directors:

The information contained in the foregoing Compensation Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

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ZEQ.=8,SEQ=139,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=755688,FOLIO='132',FILE='DISK131:[15ZBW1.15ZBW17601]DS17601A.;16',USER='BKYNARD',CD='13-JUL-2015;15:37' THIS IS THE END OF A COMPOSITION COMPONENT

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PROPOSAL 4 ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved."

We are asking stockholders to approve an advisory resolution on compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related narrative discussion included in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect to our executive compensation programs and policies and the compensation paid to the named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers as described in this proxy statement.

As described in detail under the heading "Compensation Discussion and Analysis" and in the compensation tables and narrative disclosures that accompany the compensation tables, the Company's compensation program for the named executive officers is designed to reward exceptional organizational and individual performance. The primary objectives of our compensation program are to (i) enhance the Company's ability to attract and retain knowledgeable and experienced senior executives, (ii) drive and reward performance which supports the Company's core values, (iii) provide a percentage of total compensation that is "at-risk", or variable, based on predetermined performance criteria, (iv) require significant stock holdings to align the interests of our CEO and CFO with those of stockholders, and (v) set compensation and incentive levels that reflect competitive market practices.

Although the vote on this proposal is advisory only, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating our executive compensation program.

The Board of Directors unanimously recommends a vote FOR approval of the compensation of our named executive officers.

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2014 DIRECTOR COMPENSATION

Directors who are employees of the Company receive no additional compensation for serving as directors. Non-employee directors are compensated for their service on the Board as described below.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Annual Compensation

In 2014, the compensation of non-employee directors consisted of an annual $50,000 cash retainer, earned at a rate of $12,500 per quarter, and a grant of 20,000 RSUs following our 2014 Annual Meeting of Stockholders. The compensation of the current Chairman of the Board, Mr. Cryan, consisted of $27,500 per quarter and a grant of 20,000 RSUs following our 2014 Annual Meeting of Stockholders. The former Chairman of the Board, Mr. Willmott, earned an additional $11,250 cash retainer per quarter ending June 30, 2015 pursuant to an agreement with the Company. All of our directors are also reimbursed for reasonable out-of-pocket expenses related to attendance at Board and Committee meetings.

In addition, each non-employee director earned $1,250 per quarter for each Committee served upon, with the Chairman of each Committee earning either an additional $2,500 per quarter (in the case of the Audit and Compensation Committees) or $1,250 per quarter (in the case of the Nominating and Corporate Governance and the Health, Safety, Environment and Public Affairs Committees) for such service.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Initial Option Grant

Non-employee directors receive a one-time grant of an option to purchase 5,000 shares of the Company's common stock when first appointed to the Board. This award vests ratably over four years starting on the anniversary of the grant date.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2014 Non-Employee Director Compensation

The following table summarizes all compensation earned by the Company's directors, excluding Mr. Jones, whose compensation is set forth in the 2014 Summary Compensation Table, in the year ended December 31, 2014.

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Name — Marvin K. Kaiser	76,250	51,800	128,050
Terence J. Cryan	112,321	51,800	164,121
Tracy A. Stevenson	58,750	51,800	110,550
Mark K. Wheatley	70,330	51,800	122,130
Paul K. Willmott	107,500	51,800	159,300

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(1) Represents the grant date fair value of equity awards granted during 2014 in accordance with FASB ASC Topic 718. See Note 11Stock Based Compensation of the Notes to Consolidated Financial Statements in the Company's Form 10-K for the period ended December 31, 2014 for a discussion of valuation assumptions for stock and option awards.

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The number of RSUs and vested and unvested stock options held by each non-employee director at fiscal year-end 2014 is shown below:

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Name — Marvin K. Kaiser	16,250	416	33,334
Terence J. Cryan	51,250	416	33,334
Tracy A. Stevenson	1,250	3,750	20,000
Mark K. Wheatley	1,250	3,750	33,334
Paul K. Willmott	1,250	416	33,334

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2014 with respect to the shares of URI common stock that may be issued under our equity compensation plans.

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Plan Category — Equity compensation plans approved by security holders(1)	1,159,123	Weighted average exercise price of outstanding options, warrants and rights (b) — $ 25.18	(2)	646,180
Equity compensation plans not approved by security holders
Total	1,159,123	$ 25.18	(2)	646,180

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(1) Includes our 2013 Omnibus Incentive Plan, 2007 Restricted Stock Plan, Amended and Restated 2004 Directors' Stock Option and Restricted Stock Plan, 2004 Stock Incentive Plan and Amended and Restated 1995 Stock Incentive Plan. Our 2013 Omnibus Incentive Plan is the only equity compensation plan under which we currently issue equity awards. As of June 4, 2013, our 2013 Omnibus Incentive Plan superseded our prior plans. (2) Weighted average exercise price of outstanding options only.

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GENERAL

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other Business

The Board of Directors knows of no other matters to be brought before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is the intention of each person named in the proxy to vote such proxy in accordance with his own judgment on such matters.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Delivery of Stockholder Documents

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are URI stockholders may be householding our proxy materials, to the extent such stockholders have given their prior express or implied consent in accordance with SEC rules. A single proxy statement and Annual Report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent, which is deemed to be given unless you inform the broker otherwise when you receive the original notice of householding. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials, please notify your broker to discontinue householding and direct your written request to receive a separate proxy statement and annual report to the Company at: Uranium Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, or by calling (303) 531-0470. Stockholders who currently receive multiple copies of the proxy materials at their address and would like to request householding of their communications should contact their broker.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2016 Stockholder Proposals

In order to include a stockholder proposal in the Company's proxy statement and form of proxy for the annual meeting of stockholders to be held in 2016, we must receive the proposal at our principal executive offices, addressed to the Secretary, no later than [ ]. Any stockholder proposal or director nomination submitted to us for consideration at next year's Annual Meeting but which is not intended to be included in the related proxy statement and form of proxy, must be received between [ ] and [ ]; otherwise, the proposal will be considered by us to be untimely and not properly brought before the meeting. Stockholders who wish to submit a proposal or a director nominee must meet the eligibility requirements of the SEC and comply with the requirements of our bylaws and the SEC. In addition, pursuant to the rules and regulations of the SEC, the persons appointed as proxies for the annual meeting of stockholders to be held in 2016 will have discretionary authority to vote any proxies they hold at such meeting on any matter for which the Company has not received notice by [ ].

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Where Stockholders Can Find More Information about URI

URI files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, statements or other information filed by URI at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC filings of URI are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov. In addition, information relating to URI, including URI's SEC filings, is available through URI's website at www.uraniumresources.com.

The SEC allows URI to "incorporate by reference" information into this proxy statement. This means that URI can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement, except for any information that is superseded by information that is included directly in this proxy statement or incorporated by reference subsequent to the date of this proxy statement.

This proxy statement incorporates by reference the documents listed below that URI has previously filed with the SEC. They contain important information about URI and its financial condition. The following documents, which were filed by URI with the SEC, are incorporated by reference into this proxy statement (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

In addition, URI incorporates by reference additional documents that it may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement and the date on which the merger is completed. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (excluding any information furnished on any current report on Form 8-K, including the related exhibits, that pursuant to and in accordance with the rules and regulations of the SEC is not deemed "filed" for purposes of the Exchange Act) as well as proxy statements.

You can obtain a copy of this proxy statement and any of the documents incorporated by reference into this proxy statement from URI or from the SEC through the SEC's website at www.sec.gov. Copies of this proxy statement and documents incorporated by reference are available from URI without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit into this proxy statement. Your request should be mailed to

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URI's offices, addressed as follows: Uranium Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

In addition, you may obtain copies of the information relating to URI, without charge, by visiting our Internet web site at http://urre.client.shareholder.com. The information provided on URI's website, other than copies of the documents referred to above that have been filed with the SEC, is not part of this proxy statement and, therefore, is not incorporated herein by reference.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Where Stockholders Can Find More Information about Anatolia

Anatolia is listed on ASX and, as such, Anatolia is a disclosing entity for the purposes of the Corporations Act and is subject to regular reporting and disclosure obligations. As a company listed on ASX, Anatolia is subject to the Listing Rules which, subject to certain exceptions, require immediate disclosure to the market of any information of which Anatolia is aware which a reasonable person would expect to have a material impact on the price or value of its securities.

ASIC also maintains records of documents lodged with it by Anatolia, and these may be obtained from or inspected at any office of ASIC.

Information is also available on Anatolia's website at www.anatoliaenergy.com.au. The information provided on Anatolia's website is not part of this proxy statement and is not incorporated by reference.

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ZEQ.=6,SEQ=145,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1012106,FOLIO='138',FILE='DISK131:[15ZBW1.15ZBW17601]DU17601A.;9',USER='BKYNARD',CD='13-JUL-2015;15:37' THIS IS THE END OF A COMPOSITION COMPONENT

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INDEX TO ANATOLIA ENERGY LIMITED FINANCIAL STATEMENTS

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Annual Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statement of Profit or Loss and Other Comprehensive Income	F-3
Consolidated Statement of Financial Position	F-4
Consolidated Statement of Changes in Equity	F-5
Consolidated Statement of Cash Flows	F-6
Notes	F-7
Interim Financial Statements
Review of Operations	F-40
Consolidated Statement of Profit or Loss and Other Comprehensive Income	F-43
Consolidated Statement of Financial Position	F-44
Consolidated Statement of Cash Flows	F-45
Consolidated Statement of Changes in Equity	F-46
Notes	F-47

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F-1

ZEQ.=1,SEQ=146,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=811232,FOLIO='F-1',FILE='DISK131:[15ZBW1.15ZBW17601]FA17601A.;9',USER='CHE108068',CD='11-JUL-2015;06:57' THIS IS THE END OF A COMPOSITION COMPONENT

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●
Level 3, 12 St Georges Terrace Perth WA 6000
PO Box 5785 St Georges Terrace WA 6831
T +61 (0)8 9225 5355 F +61 (0)8 9225 6181
www.moorestephens.com.au

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Anatolia Energy Limited

We have audited the accompanying consolidated statements of financial position of Anatolia Energy Limited (the "Company") as of June 30, 2014 and 2013, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America ("US GAAS"). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anatolia Energy Limited at June 30, 2014 and 2013, and the consolidated results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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●
/s/ Moore Stephens Perth Perth, Australia
September 30, 2014

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BLANK LINE TO FORCE PARA

Moore Stephens Perth ABN 63 569 263 022. Liability limited by a scheme approved under Professional Standards Legislation. The Perth Moore Stephens firm is not a partner or agent of any other Moore Stephens firm. An independent member of Moore Stephens International Limitedmembers in principal cities throughout the world.

F-2

ZEQ.=1,SEQ=147,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=879710,FOLIO='F-2',FILE='DISK131:[15ZBW1.15ZBW17601]FC17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:32' THIS IS THE END OF A COMPOSITION COMPONENT

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Consolidated
	Note	2014			2013
		$			$
Continuing operations
Other income	3(a)		59,597			347,200
Consulting fees			(257,965	)		(214,164	)
Directors and company secretarial fees			(233,517	)		(164,241	)
Travel expenses			(137,401	)		(46,406	)
Share based payments			(335,964	)		(13,535	)
Share of loss of associates						(464,403	)
Finance costs
Other expenses from continuing operations	3(b)		(1,223,449	)		(405,861	)

Loss before income tax expense			(2,128,699	)		(961,410	)
Income tax expense	4

Loss for the year			(2,128,699	)		(961,410	)

Loss attributable to non-controlling interests			2,546			3,835

Loss attributable to members of the parent entity			(2,126,153	)		(957,575	)



Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations			(27,035	)		275,620

Total comprehensive income for the period			(2,153,188	)		(681,955	)
Total comprehensive income attributable to:
Members of the parent entity			(2,153,188	)		(681,955	)
Non-controlling interest			(2,546	)		(3,835	)

			(2,155,734	)		(685,790	)



Earnings per share for loss attributable to the ordinary equity holders of the Company
basic and diluted loss per share (cents per share)	5		(1.00	)		(0.60	)

end of user-specified TAGGED TABLE

BLANK LINE TO FORCE PARA

The above financial statements should be read in conjunction with the accompanying notes.

F-3

ZEQ.=1,SEQ=148,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=856461,FOLIO='F-3',FILE='DISK131:[15ZBW1.15ZBW17601]FG17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:32' THIS IS THE END OF A COMPOSITION COMPONENT

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2014

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		Consolidated
	Note	2014			2013
		$			$
Current Assets
Cash and cash equivalents	6		1,167,851			1,392,763
Trade and other receivables	7		57,179			368,049
Other current assets	8		50,055			26,029

Total Current Assets			1,275,085			1,786,841

Non-Current Assets
Exploration and evaluation assets	9		17,698,795			14,685,260
Plant and equipment	10		85,863			79,034
Other non-current assets	11		467,309

Total Non-Current Assets			18,251,967			14,764,294

Total Assets			19,527,052			16,551,135

Current Liabilities
Trade and other payables	12		301,692			408,192
Provisions	13		8,238

Total Current Liabilities			309,930			408,192

Total Liabilities			309,930			408,192

Net Assets			19,217,122			16,142,943



Equity
Contributed equity	14		56,688,422			51,794,473
Reserves	15		2,925,204			2,616,275
Accumulated losses	16		(40,455,586	)		(38,329,433	)

Parent Interest			19,158,040			16,081,315
Non-controlling interest			59,082			61,628

Total Equity			19,217,122			16,142,943

end of user-specified TAGGED TABLE

BLANK LINE TO FORCE PARA

The above financial statements should be read in conjunction with the accompanying notes.

F-4

ZEQ.=1,SEQ=149,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=303688,FOLIO='F-4',FILE='DISK131:[15ZBW1.15ZBW17601]FI17601A.;5',USER='CHE108062',CD='11-JUL-2015;06:32' THIS IS THE END OF A COMPOSITION COMPONENT

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=ADD_TABLEWIDTH,"150%" User-specified TAGGED TABLE

	Issued capital			Option reserve		Foreign currency translation reserve			Accumulated losses			Minority equity interests			Total equity
	$			$		$			$			$			$
Balance at 1 July 2012		46,972,249			2,327,120					(37,371,858	)		65,463			11,992,974
Loss attributable to members of the parent entity										(957,575	)					(957,575	)

Net loss for the period										(957,575	)					(957,575	)
Other comprehensive income for the year							275,620									275,620
Loss attributable to minority shareholders													(3,835	)		(3,835	)
Contributions of equity		5,059,899														5,059,899
Capital raising costs		(237,675	)													(237,675	)
Share-based payment expense					13,535											13,535

Balance at 30 June 2013		51,794,473			2,340,655		275,620			(38,329,433	)		61,628			16,142,943



Balance at 1 July 2013		51,794,473			2,340,655		275,620			(38,329,433	)		61,628			16,142,943
Loss attributable to members of the parent entity										(2,126,153	)					(2,126,153	)

Net loss for the period										(2,126,153	)					(2,126,153	)
Other comprehensive income for the year							(27,035	)								(27,035	)
Loss attributable to minority shareholders													(2,546	)		(2,546	)
Contributions of equity		5,200,000														5,200,000
Capital raising costs		(306,051	)													(306,051	)
Share-based payment expense					335,964											335,964

Balance at 30 June 2014		56,688,422			2,676,619		248,585			(40,455,586	)		59,082			19,217,122

end of user-specified TAGGED TABLE

BLANK LINE TO FORCE PARA

The above financial statements should be read in conjunction with the accompanying notes.

F-5

ZEQ.=1,SEQ=150,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=183258,FOLIO='F-5',FILE='DISK131:[15ZBW1.15ZBW17601]FK17601A.;5',USER='CHE108062',CD='11-JUL-2015;06:32' THIS IS THE END OF A COMPOSITION COMPONENT

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CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2014

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		Consolidated
	Note	2014			2013
		$			$
Cash Flows from Operating Activities
Payments to suppliers			(1,735,129	)		(836,936	)

Net Cash Outflow from Operating Activities	6		(1,735,129	)		(836,936	)

Cash Flows from Investing Activities
Interest received			91,327			69,832
Cash acquired from acquisition of subsidiaries						321,752
Acquisition of associate						(242,131	)
Funds advanced to joint venture						(2,232,534	)
Funds advanced to associate						(26,445	)
Exploration and evaluation costs			(3,425,803	)		(460,616	)
Payments for property, plant and equipment	10		(46,473	)		(2,828	)

Net Cash Outflow from Investing Activities			(3,380,949	)		(2,572,970	)

Cash Flows from Financing Activities
Proceeds from issue of securities	14		5,200,000			3,961,456
Share issue costs	14		(306,051	)		(237,675	)

Net Cash Inflow from Financing Activities			4,893,949			3,723,781

Net increase/(decrease) in cash and cash equivalents			(222,129	)		313,875
Cash and cash equivalents at beginning of the financial year			1,392,762			1,056,280

Effects of exchange rate changes on cash and cash equivalents			(2,782	)		22,607

Cash at the End of the Financial Year			1,167,851			1,392,762

end of user-specified TAGGED TABLE

BLANK LINE TO FORCE PARA

The above financial statements should be read in conjunction with the accompanying notes.

F-6

ZEQ.=1,SEQ=151,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=518477,FOLIO='F-6',FILE='DISK131:[15ZBW1.15ZBW17601]FM17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:32' THIS IS THE END OF A COMPOSITION COMPONENT

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 1. CORPORATE INFORMATION

The financial report of Anatolia Energy Limited for the year ended 30 June 2014 was authorised for issue in accordance with a resolution of the directors on 30 September 2014.

The Company is incorporated in Australia, limited by shares and whose shares are publicly traded on the Australian Securities Exchange.

The registered office of the Company and principal place of business is Unit 3, 80 Colin Street, West Perth WA 6005.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative announcements of the Australian Accounting Standards Board.

The financial report has also been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The financial report is presented in Australian dollars.

(b) Statement of compliance

The financial report complies with Applicable Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

In the current year the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are effective for annual reporting periods beginning on 1 July 2013. The following new Standards have been applied in preparing this financial report.

The Group has applied these Accounting Standards with retrospective effect in accordance with their transitional requirements.

The Group has:

F-7

ZEQ.=1,SEQ=152,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=766753,FOLIO='F-7',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The first-time application of AASB 10 did not result in any changes to the Group's financial statements.

The AASB has issued new, revised and amended standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Group follows:

The following standards, amendments to standards and interpretations were available for early adoption at 30 June 2014, but have not been applied in preparing this financial report.

F-8

ZEQ.=2,SEQ=153,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=45316,FOLIO='F-8',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year.

(d) Principles of consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Anatolia Energy Limited) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as "non-controlling interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary's net assets on liquidation at either fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

F-9

ZEQ.=3,SEQ=154,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=259159,FOLIO='F-9',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The names of the entities controlled by the Company are set out in Note 17 to the financial statements.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

over the acquisition date fair value of net identifiable assets acquired.

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.

Fair value remeasurements in any pre-existing equity holdings are recognised in profit or loss in the period in which they arise. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest's proportionate

F-10

ZEQ.=4,SEQ=155,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=495944,FOLIO='F-10',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

share of the subsidiary's identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination.

Under the full goodwill method, the fair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements.

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Goodwill is tested for impairment annually and is allocated to the Group's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored being not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

(e) Critical accounting estimates and judgments

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed as follows:

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Capitalised Exploration and Evaluation Assets

The future recoverability of capitalised exploration and evaluation assets is dependent on a number of factors, including whether the Company decides to exploit the related lease itself or, if not, whether is successfully recovers the related exploration and evaluation asset through sale.

To the extent that capitalised exploration and evaluation assets are determined not to be recoverable in the future, this will reduce profit and net assets in the period in which this determination is made.

In addition, exploration and evaluation assets are capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this

F-11

ZEQ.=5,SEQ=156,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=682388,FOLIO='F-11',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

capitalised expenditure should be written off, this will reduce profits and net assets in the period in which the determination is made.

(f) Revenue recognition

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Interest

Revenue is recognised as interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Dividend revenue

Dividend revenue is recognised in the Statement of Profit or Loss and Other Comprehensive Income when the right to receive a dividend has been established.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Other revenue

Other revenue comprises income derived from the provision of management fees.

(g) Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period's taxable income.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

F-12

ZEQ.=6,SEQ=157,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1001611,FOLIO='F-12',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

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NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance sheet.

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(h) Cash and cash equivalents

Cash and short term deposits in the Balance Sheet comprise cash on hand, in banks and money market investments readily convertible into cash within 2 working days. For the purposes of the Cash Flow Statement, cash includes cash on hand, in banks, and money market investments readily convertible into cash within 2 working days, net of outstanding bank overdrafts.

(i) Trade and other receivables

Trade receivables are recognised and carried at original invoice less an allowance for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off when identified.

(j) Investments

Investments in subsidiaries are carried at lower of cost and recoverable amount. Refer to Note 2(I) for Group's accounting policy on impairment of assets.

(k) Inventories

All inventories are classified as current and measured at the lower of cost and net realisable value. Costs are assigned on the basis of weighted average cost.

F-13

ZEQ.=7,SEQ=158,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=863735,FOLIO='F-13',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

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NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l) Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount.

An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value.

In such cases the asset is tested for impairment as part of the cash-generating unit. If this value exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value is use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at a revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indications exist, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(m) Investment in associates

Associates are companies in which the Group has significant influence through holding, directly or indirectly, 20% or more of the voting power of the Group. Investments in associates are accounted for in the financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the Group's share of net assets of the associate company. In addition, the Group's share of the profit or loss of the associate company is included in the Group's profit or loss.

The carrying amount of the investment includes goodwill relating to the associate. Any discount on acquisition whereby the Group's share of the net fair value of the associate exceeds the cost of investment is recognised in profit or loss in the period in which the investment is acquired.

Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group's interest in the associate.

F-14

ZEQ.=8,SEQ=159,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=960510,FOLIO='F-14',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

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NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised.

The Group's interests in joint venture entities are recorded using the equity method of accounting in the consolidated financial statements.

Where the Group contributes assets to the joint venture or if the Group purchases assets from the joint venture, only the portion of the gain or loss that is not attributable to the Group's share of the joint venture shall be recognised. The Group recognises the full amount of any loss when the contribution results in a reduction in the net realisable value of current assets or an impairment loss.

(n) Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Freehold land and buildings on freehold land are measured at fair value less accumulated depreciation.

Depreciation is calculated on a straight-line basis on all property, plant and equipment, other than freehold land. Major depreciation periods are:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	2014	2013
Leasehold Improvements	40 years	-
Plant & equipment	3 - 10 Years	3 - 5 Years
Office furniture & fixtures	3 - 15 Years	5 Years
Software	3 - 6 Years	3 Years

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Impairment

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any indication of impairment exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Revaluations

Following initial recognition at cost, freehold land and buildings are carried at a revalued amount which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses. Fair value is determined by reference to

F-15

ZEQ.=9,SEQ=160,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=497334,FOLIO='F-15',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm's length transaction as at the valuation date. Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the balance sheet unless it reverses a revaluation decrease of the same asset previously recognised in the income statement. Any revaluation deficit is recognised in the income statement unless it directly offsets a previous surplus of the same asset in the asset revaluation reserve. An annual transfer from the asset revaluation reserve is made to retained earnings for the depreciation relating to the revaluation surplus. In addition, any accumulated depreciation as at revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings. Independent valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the asset's fair value at the balance sheet date.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Derecognition

An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised.

(o) Exploration and development expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration

F-16

ZEQ.=10,SEQ=161,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=306064,FOLIO='F-16',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(p) Borrowing costs

Borrowing costs are recognised as an expense when incurred.

(q) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and the benefits incidental to ownership.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased term, are recognised as an expense on a straight-line basis. Contingent rentals are recognised as an expense in the financial year in which they are incurred.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Finance leases

Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments. A lease liability of equal value is also recognised.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in the Income Statement. The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements, and amortised over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter.

(r) Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the group prior to the end of the period that are unpaid and arise when the group becomes obliged to make future payments in respect of the purchase of these goods and services.

(s) Interest bearing liabilities

All borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process.

F-17

ZEQ.=11,SEQ=162,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=851724,FOLIO='F-17',FILE='DISK131:[15ZBW1.15ZBW17601]FO17601A.;9',USER='CHE108062',CD='11-JUL-2015;06:32' THIS IS THE END OF A COMPOSITION COMPONENT

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(t) Employment benefits

Provision is made for the Group's obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group's obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The Group's obligations for employees' annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

Provision is made for employees' long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.

The Group's obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

All Australian-based employees of the Group receive defined contribution superannuation entitlements, for which the Group pays the fixed superannuation guarantee contribution (9.25% of the employee's average ordinary salary for the year ended 30 June 2014 ) to the employee's superannuation fund of choice. All contributions in respect of employees' defined contribution entitlements are recognised as an expense when they become payable. The Group's obligation with respect to employees' defined contribution entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the end of the reporting period. All obligations for unpaid superannuation guarantee contributions are measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as current liabilities in the Group's statement of financial position.

When applicable, the Group recognises a liability and expense for termination benefits at the earlier of: (a) the date when the Group can no longer withdraw the offer for termination benefits; and

F-18

ZEQ.=1,SEQ=163,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=297551,FOLIO='F-18',FILE='DISK131:[15ZBW1.15ZBW17601]FQ17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities and Contingent Assets and the costs include termination benefits. In either case, unless the number of employees affected is known, the obligation for termination benefits is measured on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the (undiscounted) amounts expected to be paid. All other termination benefits are accounted for on the same basis as other long-term employee benefits.

Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.

(u) Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction, net of tax, of the share proceeds received.

(v) Earnings per share

Basic earnings per share is determined by dividing net profit/loss attributable to members of the Company, excluding any costs of servicing equity (other than dividends), by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share is calculated as net profit attributable to members of the Company, adjusted for:

(w) Discontinued operations/assets held for sale

A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for

F-19

ZEQ.=2,SEQ=164,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=712602,FOLIO='F-19',FILE='DISK131:[15ZBW1.15ZBW17601]FQ17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier.

When an operation is classified as a discontinued operation, the comparative statement of comprehensive income is represented as if the operation had been discontinued from the start of the comparative period.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 3. REVENUE AND EXPENSES FROM CONTINUING OPERATIONS

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
(a) Revenue
Management fees received				216,661
Interest revenue		55,960		113,701
Sundry revenue		3,637		16,838

		59,597		347,200

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
(b) Other expenses
Administration expenses		131,615		79,555
Conference expenses		27,226		4,819
Depreciation and amortisation expense		39,131		5,780
Foreign exchange loss		147,833		67,287
Impairments		159,711
Insurance		27,741		20,269
Legal fees		95,315		50,314
Listing and share registry expenses		52,366		51,583
Occupancy costs		70,068		23,424
Other		231,809		27,097
Professional relations and marketing expenses		69,932		33,983
Salary and wages		112,321
Statutory compliance		58,381		41,750

		1,223,449		405,861

end of user-specified TAGGED TABLE

F-20

ZEQ.=3,SEQ=165,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=80280,FOLIO='F-20',FILE='DISK131:[15ZBW1.15ZBW17601]FQ17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 4. INCOME TAX EXPENSE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014	2013
	$	$
(a) Income tax expense:
The major components of income tax expense are:
Current tax
Deferred tax

Income tax expense reported in profit or loss

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
(b) Numerical reconciliation of income tax expense recognised in profit or loss and tax expense calculated at the statutory tax
rate
Accounting loss from continuing operations before income tax		(2,126,153	)		(961,410	)

At the parent entity's statutory tax rate of 30% (2013: 30%)		(637,846	)		(288,423	)
Non-deductible expenses					1,363
Foreign tax credits					1,352
Adjustment for foreign income tax rates		2,316			32,147
Deferred tax assets/(liabilities) not recognised		(64,036	)		63,238
Current year tax losses not recognised		699,566			190,323

Aggregate income tax expense

end of user-specified TAGGED TABLE

(c) Tax losses

The Group has tax losses for which no deferred tax asset is recognised on the balance sheet that are available indefinitely for offset against future taxable income, subject to continuing to meet relevant statutory tests. As at 30 June 2014 the total revenue losses carried forward were estimated to be approximately $6,730,000. Tax losses incurred prior to 30 June 2010 have been forfeited as the company failed the continuity of ownership test and same business test as required by the Australian taxation legislation in order to utilise company tax losses.

(d) Unrecognised temporary differences

At 30 June 2014, the Group has temporary differences for which a deferred tax asset has not been recognised of approximately $169,614 (2013: $143,085). These temporary differences exclude unused tax losses (see Note 4 (c)).

(e) Tax consolidation

Effective from 1 July 2003, Anatolia Energy Ltd and its 100% owned Australian resident subsidiaries formed a tax consolidated group under tax consolidation legislation. Anatolia Energy Ltd is the head entity of the tax consolidate group. Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the

F-21

ZEQ.=4,SEQ=166,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=489609,FOLIO='F-21',FILE='DISK131:[15ZBW1.15ZBW17601]FQ17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 4. INCOME TAX EXPENSE (Continued)

head entity. No deferred tax assets have been recognised with respect to unused tax losses as it is not probable that they will be recoverable in the future.

To date, there is no tax sharing agreement in place for tax liabilities incurred.

Under the terms of the tax funding agreement, Anatolia Energy Ltd and each of the entities in the income tax consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in the amount receivable or payable to the other entity in the tax consolidated group.

Anatolia Uranium Pty Ltd is not currently eligible to join the tax consolidated group due to a non-resident interposed entity. Anatolia Uranium (BVI) Ltd, Mozawl Mining, Constellres Limited and A Dur Madencilik Ltd Sti are not members of the tax consolidated group, as they are not Australian resident companies and Mozawl Mining is also not wholly owned.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 5. EARNINGS PER SHARE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
Loss attributable to ordinary equity holders of the parent from continuing operations		(2,126,153	)		(957,575	)
Loss attributable to discontinued operations

Net loss for the period		(2,126,153	)		(957,575	)

Weighted average number of ordinary shares for basic loss per share		213,620,271			158,716,571
Basic and diluted loss per share (cents per share) from continuing operations		(1.00	)		(0.60	)
Basic and diluted loss per share (cents per share) from discontinued operations

Basic and diluted loss per share attributable to ordinary equity holders of the parent		(1.00	)		(0.60	)

end of user-specified TAGGED TABLE

At 30 June 2014 there were a total of 12,234,000 (2013: 1,484,000) unlisted options on issue and 47,917,750 (2013: 47,917,750) listed options on issue. Refer to Note 14 for details on these options.

The total number of potential ordinary shares that are anti-dilutive is 60,151,750 (2013: 49,401,750).

F-22

ZEQ.=5,SEQ=167,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=524090,FOLIO='F-22',FILE='DISK131:[15ZBW1.15ZBW17601]FQ17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 6. CASH AND CASH EQUIVALENTS

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Current
Cash at bank and on hand		1,167,851		1,392,762

		1,167,851		1,392,762



Reconciliation to cash flow statement
For the purposes of the cash flow statement, cash and cash equivalents consist of the following at 30 June:
Cash at bank and on hand		112,985		392,762
Term deposits		1,054,866		1,000,000

		1,167,851		1,392,762

end of user-specified TAGGED TABLE

Cash at bank and term deposits earn interest at floating rates based on the bank's variable interest rate and the cash balance. Interest rates during the 2014 financial year varied between 0% to 5.25% in Australia and 0% to 10.25% in Turkey (2013: 0% to 6.75%).

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
Reconciliation of net loss after tax to cash flows from operations
Net loss		(2,126,153	)		(957,575	)
Depreciation and amortisation		39,131			5,780
Loss attributable to minority equity interest		(2,546	)		(3,835	)
Interest received		(55,960	)		(113,701	)
Impairments		159,711
Management fees					(216,661	)
Share of loss of associate					464,403
Share option expenses		335,964			13,535
Foreign exchange translations		71,966			28,848
Changes in assets and liabilities
(Increase)/Decrease in other operating receivables		273,926			(308,591	)
(Increase)/Decrease in prepayments		(24,026	)		(3,877	)
((Increase)/Decrease in other non-current assets		(467,309	)
(Decrease)/Increase in trade creditors		67,984			63,857
(Decrease)/Increase in other creditors and accruals		(16,055	)		129,211
(Decrease)/Increase in provisions		8,238
Net operating assets of subsidiaries acquired					61,670

Net cash from operating activities		(1,735,129	)		(836,936	)

end of user-specified TAGGED TABLE

F-23

ZEQ.=6,SEQ=168,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=967803,FOLIO='F-23',FILE='DISK131:[15ZBW1.15ZBW17601]FQ17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 7. TRADE AND OTHER RECEIVABLES

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Current
GST receivable		37,927		31,618
VAT receivable				292,561
Other receivables		19,252		43,870

		57,179		368,049

end of user-specified TAGGED TABLE

Trade and other receivables mostly comprise of Goods and Services Tax and Value Added Tax receivable from Australian and Turkish operations. As the Group only trades with recognised third parties, there is no requirement for collateral.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 8. OTHER CURRENT ASSETS

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Current
Prepaid expenses		50,055		26,029

		50,055		26,029

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 9. EXPLORATION AND EVALUATION ASSETS

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
Non-current
Balance at 1 July		14,685,260
Acquired through business combinations(i)					14,000,507
Expenditure incurred		3,173,246			684,753
Less: impairment expense		(159,711	)

		17,698,795			14,685,260

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(i) On 30 April 2013, Anatolia Energy Ltd acquired a total ownership interest of 100% in Anatolia Uranium Pty Ltd through the merger of joint-venture partner Vetter Uranium Ltd into wholly-owned subsidiary Anatolia Uranium (BVI) Ltd.

F-24

ZEQ.=1,SEQ=169,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=577112,FOLIO='F-24',FILE='DISK131:[15ZBW1.15ZBW17601]FS17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 9. EXPLORATION AND EVALUATION ASSETS (Continued)

The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective area of interest.

Capitalised costs amounting to $3,425,803 (2013: $460,616) have been included in cash flows from investing activities in the statement of cash flows.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 10. PROPERTY, PLANT AND EQUIPMENT

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
Non-current
Leasehold improvements, at cost		2,898
Less: Accumulated depreciation		(44	)

		2,854

Plant and equipment, at cost		72,118			48,854
Less: Accumulated depreciation		(36,645	)		(23,539	)

		35,473			25,315

Furniture and fittings, at cost		71,471			60,488
Less: Accumulated depreciation		(34,821	)		(19,638	)

		36,650			40,850

Software, at cost		30,500			23,436
Less: Accumulated depreciation		(19,614	)		(10,567	)

		10,886			12,869

Total property, plant and equipment		85,863			79,034

end of user-specified TAGGED TABLE

F-25

ZEQ.=2,SEQ=170,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=494033,FOLIO='F-25',FILE='DISK131:[15ZBW1.15ZBW17601]FS17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 10. PROPERTY, PLANT AND EQUIPMENT (Continued)

Movements in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year were as follows:

COMMAND=ADD_TABLEWIDTH,"120%" User-specified TAGGED TABLE


Carrying amount at 1 July 2012			2,228						2,228
Additions					2,865				2,865
Disposals							(37	)	(37	)
Additions through business combinations			21,944		37,212		12,575		71,731
Revaluation increments / (decrements)			2,535		4,299		1,453		8,287
Depreciation expense			(1,392	)	(3,526	)	(1,122	)	(6,040	)

Balance at 30 June 2013			25,315		40,850		12,869		79,034

Additions	2,898		24,039		12,056		7,480		46,473
Disposals
Additions through business combinations
Revaluation increments / (decrements)			(191	)	(330	)	8		(513	)
Depreciation expense	(44	)	(13,690	)	(15,926	)	(9,471	)	(39,131	)

Balance at 30 June 2014	2,854		35,473		36,650		10,886		85,863

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 11. OTHER NON-CURRENT ASSETS

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Non-current
VAT refundable		467,309

		467,309

end of user-specified TAGGED TABLE

Other non-current assets comprise of Value Added Tax receivable from Turkish operations.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 12. TRADE AND OTHER PAYABLES

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Current
Trade creditors		259,912		242,241
Other creditors and accruals		51,780		165,951

		301,692		408,192

end of user-specified TAGGED TABLE

F-26

ZEQ.=3,SEQ=171,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=125153,FOLIO='F-26',FILE='DISK131:[15ZBW1.15ZBW17601]FS17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 12. TRADE AND OTHER PAYABLES (Continued)

The above trade and other payables carry the following terms and conditions:

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 13. PROVISIONS

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Current
Provision for employee termination		8,238

		8,238

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 14. CONTRIBUTED EQUITY

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
(a) Ordinary shares
Ordinary shares		56,688,422		51,794,473

end of user-specified TAGGED TABLE

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE


Movement in ordinary shares on issue
At 1 July 2013	173,907,836	51,794,473
Share placements(i)	60,833,333	5,200,000
Share issue costs		(306,051	)

At 30 June 2014	234,741,169	56,688,422

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(i) During the 2014 financial year, the Company raised $5,200,000 (before costs) from the following: a. On 17 September 2013 the Company announced that; it had received firm commitments to raise up to $4.2 million through the placement of up to 52,500,000 fully paid ordinary shares, over 2 tranches, at an issue price of 8.0 cents per share to institutional and sophisticated investors ( Placement ); and it had executed a binding term sheet to enter into a Put Option Subscription Agreement ( Azarga Put ) with Azarga Resources ( Azarga ) whereby, at the Company's election and subject to certain conditions precedent being met within defined timeframes, Azarga is required to apply for a total of 16,666,666 fully

F-27

ZEQ.=4,SEQ=172,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=243918,FOLIO='F-27',FILE='DISK131:[15ZBW1.15ZBW17601]FS17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 14. CONTRIBUTED EQUITY (Continued)

(b) Listed options

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
At 1 July 2013			47,917,750

At 30 June 2014			47,917,750

end of user-specified TAGGED TABLE

All listed options are exercisable at $0.18 with an expiry date of 15 June 2017.

(c) Unlisted options

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
At 1 July 2013(i)			1,484,000
Options issued(ii)			10,750,000

At 30 June 2014			12,234,000

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(i) At 30 June 2013 the following unlisted options were on issue: a. 84,000 options exercisable at $0.18 with an expiry date of 14 November 2014. These options were issued in accordance with the terms of the Scheme of Arrangement and Joint Venture Agreement with Anatolia Uranium Pty Ltd (formerly Aldridge Uranium Pty Ltd). In accordance with AASB 3 Business Combinations, no value has been recognised for these options, as they relate to contingent consideration initially valued at nil for the acquisition of the investment in Anatolia Uranium Pty Ltd.

F-28

ZEQ.=5,SEQ=173,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=299491,FOLIO='F-28',FILE='DISK131:[15ZBW1.15ZBW17601]FS17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 14. CONTRIBUTED EQUITY (Continued)

(ii) 10,750,000 incentive options were issued pursuant to the Company's Executive and Non-Executive Incentive Option Plan on 23 January 2014 following approval in the Company's Annual General Meeting on 29 November 2013. These options are exercisable at $0.05 with an expiry date of 29 November 2018. 5,375,000 options vested immediately, 2,687,500 options vested on 29 May 2014 and 2,687,500 options will vest on 2 November 2014. Refer to note 26 for details regarding the issue of these options to Company directors.

(d) A Class Performance Shares

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
At 1 July 2013			11,692,202

At 30 June 2014			11,692,202

end of user-specified TAGGED TABLE

The A Class Performance Shares are convertible to 10,631,375 ordinary shares upon achievement of milestones prior to 10 February 2016.

(e) D Class Performance Shares

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
At 1 July 2013			50

At 30 June 2014			50

end of user-specified TAGGED TABLE

The D Class Performance Shares are convertible to 2,109,500 ordinary shares at the holder's discretion prior to 14 January 2016.

(f) Capital Management

Given the current changing nature of the operations of the Company, the short term gearing objective is for minimal or no debt with all working capital requirements to be met from fresh issues of equity to retail and sophisticated investors.

The company does not propose to pay any dividend for 2014 and considers it unlikely that an interim dividend will be paid during the 2015 financial year.

F-29

ZEQ.=6,SEQ=174,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=567310,FOLIO='F-29',FILE='DISK131:[15ZBW1.15ZBW17601]FS17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 15. RESERVES

(a) Option reserve

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Balance at 1 July		2,340,655		2,327,120
Share based payment expense		335,964		13,535

Balance at 30 June		2,676,619		2,340,655

end of user-specified TAGGED TABLE

The option reserve is used to record the value of share based payments provided to Directors or suppliers as part of their compensation for services rendered.

(b) Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

(c) Analysis of items of other comprehensive income by each class of reserve

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Foreign currency translation reserve
Exchange differences on translation of foreign controlled entities		248,585		275,620

		248,585		275,620

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 16. ACCUMULATED LOSSES

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
Balance at 1 July		(38,329,433	)		(37,371,858	)
Loss for the year		(2,126,153	)		(957,575	)

Balance at 30 June		(40,455,586	)		(38,329,433	)

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 17. FINANCIAL INSTRUMENTS

The Group's principal financial instruments comprise cash and cash equivalents raised from issuing equity instruments. The main purpose of these financial instruments is to finance the Group's operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. When necessary, the Group may also enter into short term financing transactions, principally debtor factoring, in order to manage cash flows arising from the Group's operations. It is, and has been throughout the financial year, the

F-30

ZEQ.=1,SEQ=175,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=774585,FOLIO='F-30',FILE='DISK131:[15ZBW1.15ZBW17601]FU17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 17. FINANCIAL INSTRUMENTS (Continued)

Group's policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group's financial instruments are cash flow interest rate risk, liquidity risk and credit risk.

The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Financial assets
Cash and cash equivalents		1,167,851		1,392,762
Trade and other receivables		524,488		368,049

Total financial assets		1,692,339		1,760,811



Financial liabilities
Trade and other payables		301,692		408,192

		301,692		408,192

end of user-specified TAGGED TABLE

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to these financial statements.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows. The Group's exposure to interest rate risk relates primarily to cash and cash equivalents. The majority of the Group's cash and cash equivalents is invested with Australian financial institutions.

At balance date, the Group had the following financial assets exposed to variable interest rate risk that are not designated in cash flow hedges:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Financial assets
Cash and cash equivalents(i)		1,167,851		1,392,762

Net exposure		1,167,851		1,392,762

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(i) Cash and cash equivalents earn interest at floating rates based on the bank's variable interest rate and the cash balance. Interest rates during the 2014 financial year varied between 0% and 10.25% (2013: 0% and 6.75%).

F-31

ZEQ.=2,SEQ=176,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=94515,FOLIO='F-31',FILE='DISK131:[15ZBW1.15ZBW17601]FU17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 17. FINANCIAL INSTRUMENTS (Continued)

At 30 June 2014, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax loss and equity would have been affected as follows:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Loss (Higher) / Lower		Equity (Higher) / Lower
$		$
Year ended 30 June 2014
+1% (100 basis points)	(11,679	)	(11,679	)
1% (100 basis points)	11,679		11,679
Year ended 30 June 2013
+1% (100 basis points)	(13,928	)	(13,928	)
1% (100 basis points)	13,928		13,928

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Credit risk

Credit risk arises from the financial assets of the Group, which primarily comprises cash and cash equivalents and trade and other receivables. Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to financial loss to the Group. The maximum exposure is equal to the carrying amount of these assets as indicated in the statement of financial position.

The Group manages this risk by investing with recognised credit worthy third parties. Cash and cash equivalents are usually spread amongst a number of financial institutions all of which have credit ratings of AA or better, to minimise the risk of counterparty default. At year end, the majority of cash and cash equivalents are held by two financial institutions with a credit rating of AA.

Trade and other receivables mostly comprise of GST and VAT receivable from Australian and Turkish tax authorities.

The following table provides information regarding the credit risk relating to cash and cash equivalents based on Standards & Poor's counterparty credit ratings.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Cash and cash equivalents
AA rating				1,231,828
AA rating		1,127,342
A1 rating				232
BB + rating		40,509		160,702

		1,167,851		1,392,762



Trade and other receivables
Not rated		524,488		368,049

		524,488		368,049

end of user-specified TAGGED TABLE

F-32

ZEQ.=3,SEQ=177,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=357591,FOLIO='F-32',FILE='DISK131:[15ZBW1.15ZBW17601]FU17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 17. FINANCIAL INSTRUMENTS (Continued)

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group's policy is to ensure that trade debtors are repaid and managed within normal industry trading terms.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Expiring within 1 year
	2014			2013
	$			$
Financial assets
Cash and cash equivalents		1,167,851			1,392,762
Trade and other receivables		57,179			368,049

Total financial assets		1,225,030			1,760,811

Financial liabilities
Trade and other payables		(301,692	)		(370,192	)

		(301,692	)		(370,192	)

Net inflow on financial instruments		923,338			1,390,619

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the Australian functional currency of the Group. With cash and exploration and evaluation assets being held by the Turkish subsidiary A Dur Madencilik Ltd Sti, fluctuations in the exchange rates may impact on the Group's financial results.

The Group has not entered into any derivative financial instruments to hedge such transactions.

The following table shows the foreign currency risk on the financial assets and liabilities of the Group's operations denominated in currencies other than Australian dollars:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$AUD			$AUD
Financial assets
Cash and cash equivalentsTurkish lira		40,509			51,934
Trade and other receivablesTurkish lira		467,309			292,561
Trade and other payablesTurkish lira		(31,619	)		(41,680	)

Net exposure		476,199			(302,815	)

end of user-specified TAGGED TABLE

F-33

ZEQ.=4,SEQ=178,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=615771,FOLIO='F-33',FILE='DISK131:[15ZBW1.15ZBW17601]FU17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 17. FINANCIAL INSTRUMENTS (Continued)

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Fair values

All financial assets and liabilities recognised in the statement of financial position, whether they are carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable notes.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 18. RELATED PARTY DISCLOSURES

(a) Controlled entities consolidated

The consolidated financial statements include the financial statements of Anatolia Energy Limited and the subsidiaries listed in the table below.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Country of Incorporation	Class of Shares
Name		2014	2013
Anatolia Uranium Pty Ltd	Australia	Ordinary	100	100
Anatolia Uranium (BVI) Pty Ltd	British Virgin Islands	Ordinary	100	100
Mozawl Mining	Mauritius	Ordinary	80	80
Constellres Ltd	Cyprus	Ordinary	100	100
A Dur Madencilik Ltd Sti	Turkey	Ordinary	100	100

end of user-specified TAGGED TABLE

Anatolia Energy Ltd acquired a total ownership interest of 100% in Anatolia Uranium Pty Ltd upon the merger of joint-venture partner Vetter Uranium Ltd into wholly-owned subsidiary Anatolia Uranium (BVI) Ltd on 30 April 2013. Anatolia Energy Ltd retains a 35% direct interest in Anatolia Uranium Pty Ltd and holds a 65% indirect interest through the company's interest in Anatolia Uranium (BVI) Ltd.

Anatolia Uranium Pty Ltd holds a 100% ownership interest in A Dur Madencilik Ltd Sti, a company incorporated in Turkey which holds the licence and mining tenement for the Temrezli uranium project.

(b) Related party transactions

The following related party transactions occurred during the financial year:

F-34

ZEQ.=5,SEQ=179,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1046646,FOLIO='F-34',FILE='DISK131:[15ZBW1.15ZBW17601]FU17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 18. RELATED PARTY DISCLOSURES (Continued)

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 19. COMPENSATION OF KEY MANAGEMENT PERSONNEL

For details of remuneration paid or payable to each member of the Group's key management personnel for the year ended 30 June 2014, refer to the remuneration report.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Short-term		204,484		164,241
Post-employment
Eguity-settled share based payments		258,348		13,535

Total		462,832		177,776

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 20. EVENTS SUBSEQUENT TO THE REPORTING DATE

Significant activities which occurred after the reporting date include:

F-35

ZEQ.=6,SEQ=180,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=52582,FOLIO='F-35',FILE='DISK131:[15ZBW1.15ZBW17601]FU17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

THIS IS THE END OF A COMPOSITION COMPONENT

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 20. EVENTS SUBSEQUENT TO THE REPORTING DATE (Continued)

Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this report any matters or circumstances which significantly affected or could significantly affect the operations of the consolidated group, the results of the operations, or the state of affairs of the consolidated group in future financial years.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 21. REMUNERATION OF AUDITORS

The auditor of Anatolia Energy Limited is Moore Stephens Chartered Accountants.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014		2013
	$		$
Amounts received or due and receivable by Moore Stephens for:
An audit or review of the financial report of the entity and any other entity in the consolidated group		46,700		41,750

		46,700		41,750

end of user-specified TAGGED TABLE

F-36

ZEQ.=1,SEQ=181,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=87066,FOLIO='F-36',FILE='DISK131:[15ZBW1.15ZBW17601]FW17601A.;18',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 22. SEGMENT INFORMATION

During the 2014 financial year, the Group only operated in one operating segment, being minerals exploration in Turkey.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 23. DIVIDENDS PAID OR PROPOSED

No dividends have been paid during the year ended 30 June 2014 (2013: Nil). No dividends are proposed for the year ended 30 June 2014 (2013: Nil).

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 24. COMMITMENTS

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Finance lease and hire purchase commitmentsGroup as lessee

The Group has no finance lease contracts for the year ended 30 June 2014. The Company does not have leased premises but rents shared serviced office space at Unit 3, 80 Colin Street, West Perth.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 25. CONTINGENT LIABILITIES

The Company and the Group had no contingent liabilities at 30 June 2014.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 26. SHARE BASED PAYMENTS

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Summary of options granted

A total of 10,750,000 share options were granted during the year ended 30 June 2014 as share based payments. The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options issued in consideration for services received during the year ended 30 June 2014:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		2014 WAEP				2013 WAEP
		$				$
Outstanding at the beginning of the year	1,400,000		(0.069	)
Issue of options to key management personnel (i)	8,250,000		(0.050	)	1,400,000		(0.069	)
Issue of options for other services	2,500,000		(0.050	)

Outstanding at the end of the year	12,150,000		(0.053	)	1,400,000		(0.069	)

end of user-specified TAGGED TABLE

The outstanding balance as at 30 June 2014 is 12,150,000 options (2013: 1,400,000). Options granted are expensed over the vesting period of the options. The amount expensed for share based payments during the financial year was $335,964.

The weighted average remaining contractual life of options outstanding at year-end was 4.30 years.

F-37

ZEQ.=2,SEQ=182,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=39315,FOLIO='F-37',FILE='DISK131:[15ZBW1.15ZBW17601]FW17601A.;18',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 26. SHARE BASED PAYMENTS (Continued)

The weighted average fair value of options granted during the year was $0.0354. These values were calculated using the Binomial option pricing model using the following inputs:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Share price:	$0.07
	Expected average life of the option:	1 years
	Expected share price volatility:	100%
	Risk-free interest rate:	2.50%

end of user-specified TAGGED TABLE

The expected volatility of the Company has been determined having regard to the historical volatility of the market price of the Company's shares. The life of the options is based on the expected exercise patterns, which may not eventuate in the future.

(i) Unlisted options were approved for issue to the directors of the Company at the Annual General Meeting held on 29 November 2013 and were subsequently issued on 23 January 2014. The exercise price, expiry date and vesting dates of the options are as follows:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Director — Dr Hikmet Akin	500,000	Exercise Price — $	0.05	Expiry Date — 28 November 2018	Vesting Date — 23 January 2014
	250,000	$	0.05	28 November 2018	29 May 2014
	250,000	$	0.05	28 November 2018	29 November 2014

	1,000,000

Robert Annett	750,000	$	0.05	28 November 2018	23 January 2014
	375,000	$	0.05	28 November 2018	29 May 2014
	375,000	$	0.05	28 November 2018	29 November 2014

	1,500,000

Lee Boyd	750,000	$	0.05	28 November 2018	23 January 2014
	375,000	$	0.05	28 November 2018	29 May 2014
	375,000	$	0.05	28 November 2018	29 November 2014

	1,500,000

Jim Graham	1,250,000	$	0.05	28 November 2018	23 January 2014
	625,000	$	0.05	28 November 2018	29 May 2014
	625,000	$	0.05	28 November 2018	29 November 2014

	2,500,000

Dr Peter Kausch	375,000	$	0.05	28 November 2018	23 January 2014
	187,500	$	0.05	28 November 2018	29 May 2014
	187,500	$	0.05	28 November 2018	29 November 2014

	750,000

end of user-specified TAGGED TABLE

F-38

ZEQ.=3,SEQ=183,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=584272,FOLIO='F-38',FILE='DISK131:[15ZBW1.15ZBW17601]FW17601A.;18',USER='CHE108062',CD='11-JUL-2015;06:33'

Table of Contents

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED 30 JUNE 2014

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 27. PARENT ENTITY DISCLOSURES

As at, and throughout the financial year ended 30 June 2014, the parent company of the group was Anatolia Energy Limited.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated
	2014			2013
	$			$
Result of the parent entity
Profit/(loss) for the period		(1,311,444	)		(1,478,511	)
Other comprehensive income

Total comprehensive profit/(loss) for the period		(1,311,444	)		(1,478,511	)

Financial position of parent entity at year end
Current assets		1,194,500			1,318,828
Total assets		21,304,752			17,244,653
Current liabilities		241,119			99,487
Total liabilities		241,119			99,487
Total equity of the parent entity comprising of:
Share capital		56,688,422			51,794,473
Option reserves		2,676,619			2,340,655
Retained earnings		(38,301,408	)		(36,989,963	)

Total equity		21,063,633			17,145,165

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 28. GUARANTEES

The Group and the parent entity have not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 29. CONTRACTUAL COMMITMENTS

At 30 June 2014 the consolidated group and the parent entity had not entered into any contractual commitments for the acquisition of property, plant and equipment (2013: nil).

F-39

ZEQ.=4,SEQ=184,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=755825,FOLIO='F-39',FILE='DISK131:[15ZBW1.15ZBW17601]FW17601A.;18',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANATOLIA ENERGY LIMITED REVIEW OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED 31 MARCH 2015

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" REVIEW AND RESULTS OF OPERATIONS

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Turkish Uranium Project Activities

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Temrezli Site

A substantial program of work continued throughout the entirety of the reporting period at the Company's flagship Temrezli Uranium Project. The program included advanced mineral resource, metallurgical and hydrological studies as well as environmental and social impact assessments that have been incorporated into the Pre-Feasibility Study that was released on 16 February 2015.

A hydrogeological test program was undertaken with encouraging results. The Company also completed an extensive background radiation monitoring program. It was designed to quantify the pre-construction and pre-operational radiological conditions over the entire Project area. The average baseline radionuclide concentrations in environmental media as well as their natural variability will be used to assess the potential radiological impacts of the ISR facility during operation and to guide post-operations reclamation of the area. Concurrently the Company commenced its baseline Social Impact Assessment as part of the ESIA. To assist these activities the Company has established a dedicated office in the nearby town of Sorgun which will facilitate Adur staff to conduct consultation meetings with the local community, and facilitate the distribution of information package(s) to both interested parties and the wider community including local government agencies.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Sefaatli Site

At Sefaatli, two rigs were mobilised to site in October 2014 to undertake a combination of both in-fill and step-out drilling at the Deliler and Tulu Tepe prospects in the Sefaatli region. Drilling in the 1980s discovered the largest extent of uranium mineralisation outside of the Company's flagship Temrezli uranium deposit. Given the proximity of Sefaatli to Temrezli, there is strong potential for Sefaatli to evolve into a satellite operation that supplements the planned development of the Temrezli Uranium Project.

Hydrogeological drilling and pumping test work which commenced late in Q4 2014 returned, in January 2015, very encouraging results from one deep and two shallow monitoring wells drilled at Site B. Data collected from the hydrologic tests will be used to further the conceptual hydrogeological model of the deposit and to redevelop numerical models being utilised by Tetra Tech for detailed well field planning. The hydrogeological work represents some of the final components to the Temrezli PFS.

In mid-January the Company received very encouraging results from MTA's ISR alkaline leach agitation test work on 14 intervals of core sample material from the Company's Temrezli uranium deposit. The samples were collected from wide spaced drilling in the northeast of the deposit which contains over 65% of the resource. The material was selected from lenses 1 to 5 which are the most laterally continuous.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Pre-feasibility study

The Company released the pre-feasibility study on the Temrezli Uranium Project on 16 February 2015. Set out below are the highlights:

F-40

ZEQ.=1,SEQ=185,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=42866,FOLIO='F-40',FILE='DISK131:[15ZBW1.15ZBW17601]GC17601A.;8',USER='CHE108062',CD='11-JUL-2015;06:33'

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Mining exploration expenditure incurred during the period was $4,090,594 and total expenditure capitalised to date is $21,616,608.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Corporate Matters

On 13 August 2014 the Company announced that it had agreed to amend the Azarga Resources Put Option Agreement (Agreement) on the basis that Azarga Resources (Azarga) pay $375,000 to the Company in consideration for substituting the Agreement for a call option arrangement that required Azarga to subscribe for 8.333 million call options, exercisable at 8.0 cents and having an expiry date of 31 March 2015, at an issue price of 0.5 cents per call option to raise $41,667. The funds have been received in full and the 8.333 million 8.0 cent call options were issued on 14 August 2014.

On 27 August 2014 the Company announced that it had received commitments to raise $6.0 million (before costs) through the issue of up to 75 million fully paid ordinary shares (Shares) at 8.0 cents, with 1 for 2 attaching options exercisable at 12.0 cents and having an expiry of 30 September 2016 (Placement). Utilising the Company's full capacity to issue shares under ASX Listing Rules 7.1 and 7.1A, a total of 50 million Shares, raising $4.0 million before costs (Tranche 1), were issued on 3 September 2014.

At the 8 October 2014 general meeting shareholders approved both the Tranche 2 issue of Shares and 12 cent option and ratification of the prior issue of Tranche 1 Shares under the Placement, and the issue of 1.0 million 12 cent incentive options pursuant to the Company's Non-Executive Incentive Option plan to director Patrick Burke. The Tranche 2 Shares and 12 cent attaching options were issued on the 16 October 2014 and raised $2.0 million before costs.

The Company's AGM was held on 19 November 2014. All resolutions put to the meeting were passed without dissent including, inter alia, the re-election of Dr Hikmet Akin and Mr Robert Annett as directors, the election of Mr Paul Cronin and Mr Patrick Burke as directors, approval of the 10% placement capacity, and replacement of the Company's constitution.

F-41

ZEQ.=2,SEQ=186,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=501345,FOLIO='F-41',FILE='DISK131:[15ZBW1.15ZBW17601]GC17601A.;8',USER='CHE108062',CD='11-JUL-2015;06:33'

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On 16 February 2015, the Company released the Pre-Feasibility Study on the Temrezli Uranium Project.

On 21 January 2015 the Company appointed Mr Tom Young as Chief Operating Officer. Tom was formally Vice President of Operations for Cameco resources, Inc., responsible for the Smith Ranch Highland and Crowe Butte ISR uranium mines in the United States. Tom has extensive experience in the development and operations of ISR uranium well-fields and plants, and will oversee the development of the Company's flagship Temrezli uranium project in central Turkey.

On 10 February 2015 the Company appointed Mr Paul Cronin as Chief Executive Officer and Managing Director. Paul has worked in an executive capacity with Anatolia since early 2013, and joined the Board in 2014. Paul has considerable experience in the uranium industry having formerly been director of Nuclear Origination with Constellation Energy, leading the acquisition of uranium trader Nufcor International in 2008. He has a strong technical knowledge of both the Temrezli and Sefaatli uranium projects and is uniquely qualified to guide the Company through its next key milestones.

On 10 March 2015 the Company appointed Mr. Cevat Er as General ManagerTurkey. Cevat is a mining executive with over 25 years of professional experience, at various stages of mine project development, in Turkey and around the world. He has an excellent knowledge of local mining and environmental regulations. Cevat's role will be to manage operational activities in Turkey including the Plant Optimisation Study and overseeing the remaining EIA and permitting requirements at Temrezli.

F-42

ZEQ.=3,SEQ=187,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=591147,FOLIO='F-42',FILE='DISK131:[15ZBW1.15ZBW17601]GC17601A.;8',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANATOLIA ENERGY LIMITED CONSOLIDATED PROFIT & LOSS AND OTHER COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated 9 months to 31 March 2015			Consolidated 9 months to 31 March 2014
	$			$
Interest received		49,084			33,098
Other income		344,442			2,910

		393,526			36,008
Consulting fees		(359,579	)		(190,721	)
Directors fees		(129,862	)		(154,179	)
Legal fees		(18,339	)		(31,939	)
Travel expenses		(143,686	)		(113,962	)
Other expenses		(1,152,019	)		(1,104,813	)

Loss before income tax and finance costs		(1,409,959	)		(1,559,606	)

Finance costs

Loss before income tax expense		(1,409,959	)		(1,559,606	)

Income tax expense

Loss after income tax expense		(1,409,959	)		(1,559,606	)

Net loss for the period attributable to the members of Anatolia Energy Limited		(1,409,959	)		(1,559,606	)

Loss attributable to minority equity interest

Loss attributable to parent entity		(1,409,959	)		(1,559,606	)



Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		1,235,234			(73,735	)

Total comprehensive loss for the period		(174,725	)		(1,633,341	)

end of user-specified TAGGED TABLE

F-43

ZEQ.=1,SEQ=188,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=350723,FOLIO='F-43',FILE='DISK131:[15ZBW1.15ZBW17601]GE17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANATOLIA ENERGY LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2015

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Note	Consolidated As at 31 March 2015			Consolidated As at 30 June 2014
		$			$
Current Assets
Cash and cash equivalents	2		2,939,520			1,167,851
Trade and other receivables			40,415			57,179
Other assets			35,401			50,055

Total Current Assets			3,015,336			1,275,085

Non-Current Assets
Trade and other receivables			743,000			467,309
Exploration and evaluation assets	3		21,616,608			17,698,795
Plant and equipment			74,285			85,863

Total Non-Current Assets			22,433,893			18,251,967

Total Assets			25,449,229			19,527,052

Current Liabilities
Trade and other payables			590,588			301,692
Provisions			19,205			8,238

Total Current Liabilities			609,793			309,930

Total Liabilities			609,793			309,930

Net Assets			24,839,436			19,217,122



Equity
Contributed equity	4		62,300,664			56,688,422
Reserves			4,345,235			2,925,204
Accumulated losses			(41,865,545	)		(40,455,586	)

Parent interest			24,780,354			19,158,040
Minority interest			59,082			59,082

Total Equity			24,839,436			19,217,122

end of user-specified TAGGED TABLE

F-44

ZEQ.=1,SEQ=189,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=587755,FOLIO='F-44',FILE='DISK131:[15ZBW1.15ZBW17601]GG17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANATOLIA ENERGY LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated 9 months to 31 March 2015			Consolidated 9 months to 31 March 2014
	$			$
Cash flows from operating activities
Payments to suppliers and employees		(987,331	)		(913,000	)

Net cash flows used in operating activities		(987,331	)		(913,000	)

Cash flows from investing activities
Interest received		39,000			119,000
Proceeds from sale of financial instrument		333,000
Exploration and evaluation costs		(3,249,000	)		(3,432,000	)

Net cash flows used in investing activities		(2,877,000	)		(3,313,000	)

Cash flows from financing activities
Proceeds from issue of shares		6,042,000			5,200,000
Cost of capital raising		(406,000	)		(253,000	)

Net cash flows from financing activities		5,636,000			4,947,000

Net increase/(decrease) in cash and cash equivalents		1,771,669			721,000
Cash and cash equivalents at the beginning of the period		1,167,851			1,393,000

Cash and cash equivalents at the end of the period		2,939,520			2,114,000

end of user-specified TAGGED TABLE

F-45

ZEQ.=1,SEQ=190,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=920345,FOLIO='F-45',FILE='DISK131:[15ZBW1.15ZBW17601]GI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANATOLIA ENERGY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=ADD_TABLEWIDTH,"150%" User-specified TAGGED TABLE

		Contributed Equity			Option Premium Reserve		Options Reserve		Foreign Currency Translation Reserve			Accumulated Losses			Minority Equity Interests			Total Equity
		$			$		$		$			$			$			$
At 1 July 2014			56,688,422					2,676,619		248,585			(40,455,586	)		59,082			19,217,122
Contributions of equity	4		6,000,000			41,667													6,041,667
Costs of capital raising			(387,758	)															(387,758	)
Share-based payment expense								143,130											143,130
Other comprehensive income										1,235,234									1,235,234
Loss attributable to minority shareholders
Loss for the period													(1,409,959	)					(1,409,959	)

Total income/expense for the period													(1,409,959	)					(1,409,959	)

At 31 March 2015			62,300,664			41,667		2,819,749		1,483,819			(41,865,545	)		59,082			24,839,436



At 1 July 2013			51,794,473					2,340,655		275,620			(38,329,433	)		61,628			16,142,943
Contributions of equity			5,200,000																5,200,000
Costs of capital raising			(306,051	)															(306,051	)
Share-based payment expense								335,964											335,964
Other comprehensive income										(27,035	)								(27,035	)
Loss attributable to minority shareholders																(2,546	)		(2,546	)
Loss for the period													(2,126,153	)					(2,126,153	)

Total income/expense for the period													(2,126,153	)					(2,126,153	)

At 30 June 2014			56,688,422					2,676,619		248,585			(40,455,586	)		59,082			19,217,122

end of user-specified TAGGED TABLE

F-46

ZEQ.=1,SEQ=191,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=212457,FOLIO='F-46',FILE='DISK131:[15ZBW1.15ZBW17601]GK17601A.;8',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANATOLIA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 1. Summary of significant accounting policies

(a) Basis of preparation of the financial report

The financial report complies with Applicable Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

The financial report is presented in Australian dollars.

(b) Significant accounting policies

Apart from the changes in the accounting policy noted below, the accounting policies and methods of computation are the same as those adopted in the 2014 annual financial report.

(c) Principles of consolidation

The parent entity and its subsidiaries are collectively referred to as the "Group". The parent of this Group is Anatolia Energy Ltd. Entities (including structured entities) over which the parent (or the Group) directly or indirectly exercises control are called "subsidiaries". The consolidated financial statements incorporate the assets, liabilities and results of all subsidiaries. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The assets, liabilities and results of subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group companies are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are referred to as "non-controlling interests". The Group recognises any non-controlling interests in subsidiaries on a case-by-case basis either at fair value or at the non-controlling interests' proportionate share of the subsidiary's net assets. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive income.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 2. Cash and cash equivalents

For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprises the following:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated 31 March 2015		Consolidated 30 June 2014
	$		$
Cash at bank and on hand		2,939,520		1,167,851

end of user-specified TAGGED TABLE

F-47

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ANATOLIA ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 3. Exploration and evaluation assets

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	Consolidated 31 March 2015		Consolidated 30 June 2014
	$		$
Exploration and evaluation assets		21,616,608		17,698,795



Movements during the period in exploration and evaluation assets
Balance as at 1 July 2014				17,698,795
Add: Expenditure incurred during the period				4,090,594
Less: Impairment due to mining tenements not renewed				(172,781	)

Balance at 31 March 2015				21,616,608

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 4. Issued capital

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE


Issued and paid-up capital
Ordinary Shares
As at 1 July 2014	234,741,169	56,688,422

Share placements	75,000,000	6,000,000
Share issue costs		(387,758	)

As at 31 March 2015	309,741,169	62,300,664

end of user-specified TAGGED TABLE

During the period the Company raised $6,000,000 (before costs) from the following:

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
Listed Options
As at 1 July 2014			47,917,750

As at 31 March 2015			47,917,750

end of user-specified TAGGED TABLE

F-48

ZEQ.=2,SEQ=193,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=300724,FOLIO='F-48',FILE='DISK131:[15ZBW1.15ZBW17601]GM17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

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ANATOLIA ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 4. Issued capital (Continued)

Listed options are exercisable at $0.18 with an expiry date of 15 June 2017.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE


Unlisted Optionsvested and exercisable
As at 1 July 2014	12,234,000
Options issued	50,333,333		41,667
Options expired	(8,417,333	)

As at 31 March 2015	54,150,000		41,667

end of user-specified TAGGED TABLE

(i) Unlisted options on issue are exercisable as follows:

400,000 options exercisable at $0.08 with an expiry date of 30 November 2017. These options were issued pursuant to shareholder approval at the Annual General Meeting held on 30 November 2012 and are fully vested.

1,000,000 options exercisable at $0.065 with an expiry date of 30 November 2017. These options were issued pursuant to shareholder approval at the Annual General Meeting held on 30 November 2012 and fully vested on 1 August 2014.

10,750,000 options exercisable at $0.05 with an expiry date of 28 November 2018. These options were issued pursuant to the Company's Executive and Non-Executive Incentive Options Plan on 23 January 2014 following approval in the Company's Annual General Meeting on 29 November 2013.

37,500,000 options exercisable at $0.12 with an expiry date of 30 September 2016. These options were issued as part of the share placement undertaken in October 2014.

1,000,000 options exercisable at $0.08 with an expiry date of 6 March 2017. These options were issued on 10 March 2015.

(ii) Unlisted options expired as follows:

84,000 options exercisable at $0.18 with an expiry date of 14 November 2014.

8,333,333 options exercisable at $0.08 with an expiry date of 31 March 2015. These options were issued for cash in consideration for Azarga Resources agreeing to amend the Put Option Agreement.

(iii) Unlisted optionsunvested

1,000,000 options exercisable at $0.12 with an expiry date of 8 October 2019. These options were issued pursuant to the Company's Executive and Non-Executive Incentive Options Plan on 8 October 2014 following approval in the Company's General Meeting on 8 October 2014.

500,000 options exercisable at $0.09 with an expiry date of 28 February 2019. These options were issued pursuant to the Company's Executive and Non-Executive Incentive Options Plan on 10 March 2015.

F-49

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ANATOLIA ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 4. Issued capital (Continued)

1,000,000 options exercisable at $0.08 with an expiry date of 20 January 2020. These options were issued pursuant to the Company's Executive and Non-Executive Incentive Options Plan on 10 March 2015.

1,000,000 options exercisable at $0.09 with an expiry date of 2 March 2018. These options were issued pursuant to the Company's Executive and Non-Executive Incentive Options Plan on 26 March 2015.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
A Class Performance Shares
As at 1 July 2014			11,692,202

As at 31 March 2015			11,692,202

end of user-specified TAGGED TABLE

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

		Number			$
D Class Performance Shares
As at 1 July 2014			50

As at 31 March 2015			50

end of user-specified TAGGED TABLE

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 5. Financial Instruments

The fair values of financial assets and financial liabilities, together with the carrying amounts in the consolidated statement of financial position, are as follows:

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	Carrying Amount		Fair Value
	$		$
Current financial assets
Cash and cash equivalents		2,939,520		2,939,520
Trade and other receivables		40,415		40,415

Total financial assets		2,979,935		2,979,935



Current financial liabilities
Trade and other payables		590,588		590,588

Total financial liabilities		590,588		590,588

end of user-specified TAGGED TABLE

The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements for the year ended 30 June 2014.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 6. Dividends paid and proposed

No dividends were paid or proposed during the period (2014: $nil).

F-50

ZEQ.=4,SEQ=195,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=847637,FOLIO='F-50',FILE='DISK131:[15ZBW1.15ZBW17601]GM17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33'

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ANATOLIA ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (Continued)

FOR THE NINE MONTHS ENDED 31 MARCH 2015

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 7. Events after balance sheet date

Significant activities which occurred after the reporting date include:

Other than the matters discussed above, the directors are not aware of any significant events since the end of the reporting period.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 8. Commitments

The Group had no material commitments as at 31 March 2015.

COMMAND=STYLE_ADDED,"margin-left:0pt;text-indent:-0pt;" 9. Segment Information

During the nine months ended 31 March 2015, the Group only operated in one operating segment, being mineral exploration in Turkey.

F-51

ZEQ.=5,SEQ=196,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=880506,FOLIO='F-51',FILE='DISK131:[15ZBW1.15ZBW17601]GM17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

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ANNEX A

Execution Version

Scheme implementation agreement

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Anatolia Energy Limited ( Anatolia ) Uranium Resources, Inc. ( URI )

MinterEllison

Level 19 Aurora Place 88 Phillip Street Sydney NSW 2000 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com

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Scheme implementation agreement

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Details		A-1
Agreed terms		A-2
1.	Defined terms & interpretation	A-2
1.1	Defined terms	A-2
1.2	Interpretation	A-16
1.3	Headings	A-17
2.	Agreement to propose Schemes	A-17
3.	Conditions precedent and pre-implementation steps	A-17
3.1	Conditions to Schemes	A-17
3.2	Benefit and waiver of conditions precedent	A-19
3.3	Best endeavours	A-19
3.4	Notifications	A-20
3.5	Certificate	A-20
3.6	Scheme voted down	A-21
3.7	Conditions not capable of being fulfilled	A-21
3.8	Interpretation	A-22
4.	Scheme structure	A-22
4.1	Scheme	A-22
4.2	Share SchemeElection mechanism	A-23
4.3	Share Scheme Consideration	A-24
4.4	Option Scheme Consideration	A-24
4.5	Performance Share Scheme Consideration	A-24
4.6	Provision of registers	A-25
4.7	Allotment and issue of New URI Shares	A-25
4.8	Allotment and issue of New URI Options	A-26
4.9	Allotment and issue of New URI Performance Shares	A-27
4.10	Ineligible Overseas Securityholders	A-28
4.11	Fractional entitlements and Securities Splitting	A-28
5.	Schemesparties' respective implementation obligations	A-29
5.1	Anatolia's obligations	A-29
5.2	URI's obligations	A-31
5.3	Explanatory Bookletpreparation principles	A-33
5.4	Anatolia Board recommendation	A-35
5.5	URI Board recommendation	A-35
6.	Conduct of business before the Implementation Date	A-36
6.1	Conduct of Anatolia business	A-36
6.2	Permitted Anatolia activities	A-38
6.3	Access	A-38
6.4	Conduct of URI business	A-39
6.5	Permitted URI activities	A-41
6.6	Access	A-41

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A-i

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7.	Board composition	A-42
7.1	Reconstitution of the board of each member of the Anatolia Group	A-42
7.2	URI Board composition	A-42
8.	Representations and warranties	A-42
8.1	URI representations	A-42
8.2	Anatolia representations	A-45
8.3	Notifications	A-48
8.4	Survival of representations	A-48
8.5	Liability of directors and Representatives	A-48
9.	Confidentiality and Public Announcement	A-48
9.1	Confidentiality	A-48
9.2	Public announcements on execution	A-49
9.3	Further public announcements	A-49
10.	Termination	A-49
10.1	Termination by notice	A-49
10.2	Automatic termination	A-51
10.3	Effect of termination	A-51
10.4	Survival of obligations	A-51
10.5	Disclosure on termination of agreement	A-51
11.	Anatolia Break Fee	A-51
11.1	Background	A-51
11.2	Costs incurred by URI	A-51
11.3	Payment by Anatolia to URI	A-52
11.4	Anatolia Break Fee not payable	A-53
11.5	Compliance with Law	A-53
12.	URI Break Fee	A-53
12.1	Background	A-53
12.2	Costs incurred by Anatolia	A-54
12.3	Payment by URI to Anatolia	A-54
12.4	URI Break Fee not payable	A-55
12.5	Compliance with Law	A-55
13.	Exclusivity	A-55
13.1	No Shop	A-55
13.2	No Talk and No Due Diligence	A-55
13.3	Notice of Acquisition Proposal	A-56
13.4	Exceptions	A-56
13.5	Superior Proposal procedures	A-57
13.6	Termination of existing discussions	A-59
13.7	Legal advice	A-59
14.	Anatolia Securities	A-59
14.1	Anatolia obligations	A-59
14.2	Consideration	A-59
15.	Notices	A-60

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A-ii

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16.	General	A-62
16.1	Further acts	A-62
16.2	Timetable	A-62
16.3	Payments	A-62
16.4	Interest	A-62
16.5	Consents or approvals	A-62
16.6	GST	A-63
16.7	Expenses	A-63
16.8	Amendments	A-63
16.9	Assignment	A-63
16.10	Business Day	A-63
16.11	Waiver	A-64
16.12	Release of officers and directors	A-64
16.13	Counterparts	A-64
16.14	Entire agreement	A-64
16.15	No representation or reliance	A-65
16.16	No merger	A-65
16.17	Governing law	A-65
Schedule 1Indicative Timetable		A-66
Signing page		A-67

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A-iii

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Details

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Date	3 June 2015
Parties
Name	Anatolia Energy Limited
ABN	68 076 577 994
Short form name	Anatolia
Notice details	Unit 3, 80 Colin Street West Perth WA 6005 Australia Facsimile: +61 8 9321 5036 Email: [email protected] Attention: The Company Secretary
Name	Uranium Resources, Inc. (a company incorporated in Delaware)
Short form name	URI
Notice details	Suite 300, 6950 South Potomac Street Centennial, CO 80112 United States of America Facsimile: +1 303 531 0519 Email: [email protected] Attention: Christopher M. Jones

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A Anatolia and URI have agreed to implement the Proposed Transaction on and subject to the terms and conditions of this agreement. B Anatolia and URI have agreed certain other matters in connection with the Proposed Transaction as set out in this agreement.

A-1

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Agreed terms

1. Defined terms & interpretation

1.1 Defined terms

A-2

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A-3

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A-4

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A-5

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A-6

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A-7

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A-8

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A-9

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A-10

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A-11

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A-12

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A-13

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A-14

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A-15

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1.2 Interpretation

A-16

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1.3 Headings

2. Agreement to propose Schemes

3. Conditions precedent and pre-implementation steps

3.1 Conditions to Schemes

A-17

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A-18

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3.2 Benefit and waiver of conditions precedent

3.3 Best endeavours

A-19

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3.4 Notifications

3.5 Certificate

A-20

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3.6 Scheme voted down

3.7 Conditions not capable of being fulfilled

A-21

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THIS IS THE END OF A COMPOSITION COMPONENT

3.8 Interpretation

4. Scheme structure

4.1 Scheme

A-22

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4.2 Share SchemeElection mechanism

A-23

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4.3 Share Scheme Consideration

4.4 Option Scheme Consideration

4.5 Performance Share Scheme Consideration

A-24

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4.6 Provision of registers

4.7 Allotment and issue of New URI Shares

A-25

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4.8 Allotment and issue of New URI Options

A-26

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4.9 Allotment and issue of New URI Performance Shares

A-27

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4.10 Ineligible Overseas Securityholders

4.11 Fractional entitlements and Securities Splitting

A-28

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5. Schemesparties' respective implementation obligations

5.1 Anatolia's obligations

A-29

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A-30

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5.2 URI's obligations

A-31

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A-32

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THIS IS THE END OF A COMPOSITION COMPONENT

5.3 Explanatory Bookletpreparation principles

A-33

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A-34

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5.4 Anatolia Board recommendation

5.5 URI Board recommendation

A-35

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6. Conduct of business before the Implementation Date

6.1 Conduct of Anatolia business

A-36

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A-37

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6.2 Permitted Anatolia activities

6.3 Access

A-38

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6.4 Conduct of URI business

A-39

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A-40

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6.5 Permitted URI activities

6.6 Access

A-41

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7. Board composition

7.1 Reconstitution of the board of each member of the Anatolia Group

7.2 URI Board composition

8. Representations and warranties

8.1 URI representations

A-42

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THIS IS THE END OF A COMPOSITION COMPONENT

A-43

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A-44

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8.2 Anatolia representations

A-45

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A-46

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A-47

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8.3 Notifications

8.4 Survival of representations

8.5 Liability of directors and Representatives

9. Confidentiality and Public Announcement

9.1 Confidentiality

A-48

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9.2 Public announcements on execution

9.3 Further public announcements

10. Termination

10.1 Termination by notice

A-49

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A-50

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10.2 Automatic termination

10.3 Effect of termination

10.4 Survival of obligations

10.5 Disclosure on termination of agreement

11. Anatolia Break Fee

11.1 Background

11.2 Costs incurred by URI

A-51

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11.3 Payment by Anatolia to URI

A-52

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THIS IS THE END OF A COMPOSITION COMPONENT

11.4 Anatolia Break Fee not payable

11.5 Compliance with Law

12. URI Break Fee

12.1 Background

A-53

ZEQ.=1,SEQ=253,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=517540,FOLIO='A-53',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

12.2 Costs incurred by Anatolia

12.3 Payment by URI to Anatolia

A-54

ZEQ.=2,SEQ=254,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=666721,FOLIO='A-54',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

12.4 URI Break Fee not payable

12.5 Compliance with Law

13. Exclusivity

13.1 No Shop

13.2 No Talk and No Due Diligence

A-55

ZEQ.=3,SEQ=255,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=208972,FOLIO='A-55',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

13.3 Notice of Acquisition Proposal

13.4 Exceptions

A-56

ZEQ.=4,SEQ=256,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=725245,FOLIO='A-56',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

13.5 Superior Proposal procedures

A-57

ZEQ.=5,SEQ=257,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1043408,FOLIO='A-57',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601B.;4',USER='CHE108062',CD='11-JUL-2015;06:33'

A-58

ZEQ.=6,SEQ=258,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=629755,FOLIO='A-58',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601B.;4',USER='CHE108062',CD='11-JUL-2015;06:33'

13.6 Termination of existing discussions

13.7 Legal advice

14. Anatolia Securities

14.1 Anatolia obligations

14.2 Consideration

A-59

ZEQ.=7,SEQ=259,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=795333,FOLIO='A-59',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601B.;4',USER='CHE108062',CD='11-JUL-2015;06:33'

15. Notices

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Anatolia
Address:	Unit 3, 80 Colin Street West Perth WA 6005 Australia
Facsimile:	+61 8 9321 5036
E-mail:	[email protected]
Attn:	The Company Secretary
with a copy to:
Address:	Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000
Facsimile:	+61 8 9321 4333
E-mail:	[email protected]; [email protected]
Attn:	Peter Wall and Andrew Disney
URI
Address:	Suite 300, 6950 South Potomac Street Centennial, CO 80112 United States of America
Facsimile:	+1 303 531 0519
E-mail:	[email protected]
Attn:	Christopher M. Jones

end of user-specified TAGGED TABLE

A-60

ZEQ.=8,SEQ=260,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=964564,FOLIO='A-60',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601B.;4',USER='CHE108062',CD='11-JUL-2015;06:33'

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with a copy to:
Address:	Hogan Lovells US LLP One Tabor Center, Suite 1500 1200 Seventeenth Street Denver, CO 80202 USA
Facsimile:	+1 303 899 7333
E-mail:	[email protected]; [email protected]
Attn:	Paul Hilton and David Crandall
and
Address:	Minter Ellison Level 40, Governor Macquarie Tower 1 Farrer Place Sydney NSW 2000
Facsimile:	+61 2 9921 8123
E-mail:	[email protected]; [email protected]
Attn:	Ben Smith and Kevin Ko

end of user-specified TAGGED TABLE

A-61

ZEQ.=9,SEQ=261,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=908099,FOLIO='A-61',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601B.;4',USER='CHE108062',CD='11-JUL-2015;06:33'

16. General

16.1 Further acts

16.2 Timetable

16.3 Payments

16.4 Interest

16.5 Consents or approvals

A-62

ZEQ.=10,SEQ=262,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=555572,FOLIO='A-62',FILE='DISK131:[15ZBW1.15ZBW17601]LQ17601B.;4',USER='CHE108062',CD='11-JUL-2015;06:33' THIS IS THE END OF A COMPOSITION COMPONENT

16.6 GST

16.7 Expenses

16.8 Amendments

16.9 Assignment

16.10 Business Day

A-63

ZEQ.=1,SEQ=263,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=346007,FOLIO='A-63',FILE='DISK131:[15ZBW1.15ZBW17601]LS17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

16.11 Waiver

16.12 Release of officers and directors

16.13 Counterparts

16.14 Entire agreement

A-64

ZEQ.=2,SEQ=264,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=397448,FOLIO='A-64',FILE='DISK131:[15ZBW1.15ZBW17601]LS17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

16.15 No representation or reliance

16.16 No merger

16.17 Governing law

A-65

ZEQ.=3,SEQ=265,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=838200,FOLIO='A-65',FILE='DISK131:[15ZBW1.15ZBW17601]LS17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:33'

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Schedule 1Indicative Timetable

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	Date
Event
Enter into Scheme Implementation Agreement	Wednesday 3 June 2015
Despatch URI Notice of Meeting to URI Shareholders	Tuesday 30 June 2015 (Denver time)
Lodge Explanatory Booklet with ASIC for review and comment	Friday 17 July 2015
First Court Date	Wednesday 5 August 2015
Explanatory Booklet registered with ASIC	Wednesday 5 August 2015
Despatch Explanatory Booklet to Anatolia Shareholders, Anatolia Optionholders and Anatolia Performance Shareholders	Friday 7 August 2015
URI Shareholder Meeting	Monday 10 August 2015 (Denver time)
Scheme Meetings	Thursday 10 September 2015
Second Court Date	Wednesday 16 September 2015
Effective Datelodge office copy of Court order approving the Scheme with ASIC	Thursday 17 September 2015
Record Date	7.00pm (Perth time) on Thursday 24 September 2015
Implementation Date: Issue and allot New URI Shares, CDI Shares, New URI Options, CDI Options and New URI Performance Shares. Reconstitute boards of each Anatolia Group company	Thursday 1 October 2015

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A-66

ZEQ.=1,SEQ=266,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=350840,FOLIO='A-66',FILE='DISK131:[15ZBW1.15ZBW17601]LU17601A.;12',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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Signing page

EXECUTED as an agreement.

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Executed by Anatolia Energy Limited ABN 68 076 577 994
/s/ PAUL CRONIN Signature of director	/s/ PATRICK BURKE Signature of director/company secretary (Please delete as applicable)
Paul Cronin Name of director (print)	Patrick Burke Name of director/company secretary (print)
Executed by Uranium Resources, Inc. (a company incorporated in Delaware)
/s/ CHRISTOPER M. JONES Signature of director	/s/ JOHN W. LAWRENCE Signature of company secretary
Christoper M. Jones Name of director (print)	John W. Lawrence Name of company secretary (print)

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A-67

ZEQ.=1,SEQ=267,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=904599,FOLIO='A-67',FILE='DISK131:[15ZBW1.15ZBW17601]LW17601A.;11',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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Table of Contents

ANNEX B

Execution Version

LOAN AGREEMENT

Between

ANATOLIA ENERGY LIMITED

as the Borrower,

and

URANIUM RESOURCES, INC.

as the Lender

Dated as of 22 June 2015

ZEQ.=1,SEQ=268,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=158985,FOLIO='blank',FILE='DISK131:[15ZBW1.15ZBW17601]MA17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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Table of Contents

TABLE OF CONTENTS

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ARTICLE 1 CERTAIN DEFINITIONS AND ACCOUNTING PRINCIPLES		B-1
1.1	Certain Defined Terms	B-1
1.2	Accounting Principles	B-7
1.3	Other Definitional Provisions; Date and Time References	B-7
1.4	Australian provisions	B-8
ARTICLE 2 COMMITMENT; USE OF PROCEEDS; FEES; FUTURE EQUITY FINANCINGS		B-8
2.1	Commitment	B-8
2.2	Borrowing Procedure and Funding	B-9
2.3	Convertible Loan	B-9
2.4	Repayment	B-9
2.5	Use of Proceeds	B-9
2.6	Anti-Dilution Rights	B-10
2.7	Change of Control	B-10
2.8	No Fees or Commissions	B-10
ARTICLE 3 PROCEDURE AND PAYMENT		B-11
3.1	Interest	B-11
3.2	Repayment of the Loan	B-11
3.3	Priority of Payments	B-12
3.4	Payments and Computations	B-12
3.5	Directed Advances	B-13
3.6	Taxes	B-13
3.7	Usury	B-14
ARTICLE 4 CONDITIONS PRECEDENT		B-14
4.1	Conditions Precedent to this Agreement and the Tranche One Commitment	B-14
4.2	Conditions Precedent to All Loans	B-15
ARTICLE 5 REPRESENTATIONS AND WARRANTIES		B-16
5.1	Representations and Warranties of the Borrower	B-16
5.2	Disclosure Limits Representations and Warranties of the Borrower	B-21
ARTICLE 6 AFFIRMATIVE COVENANTS OF THE BORROWER		B-21
6.1	Compliance with Laws, Etc	B-21
6.2	Reporting Requirements	B-21
6.3	Maintenance of Insurance	B-22
6.4	Preservation of Existence, Etc	B-22
6.5	Notice of Default	B-22
6.6	Defense of Title and Rights	B-22
6.7	Maintenance of Unissued Shares	B-22
6.8	Maintenance of Minimum Balance	B-22
6.9	Other Actions	B-23

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B-i

ZEQ.=1,SEQ=269,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=901349,FOLIO='B-i',FILE='DISK131:[15ZBW1.15ZBW17601]MC17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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ARTICLE 7 NEGATIVE COVENANTS OF THE BORROWER		B-23
7.1	Indebtedness	B-23
7.2	Liens, Etc.	B-23
7.3	Assumptions, Guarantees, Etc. of Indebtedness of Other Persons	B-24
7.4	Liquidation; Merger; Change in Ownership	B-24
7.5	Restrictive and Inconsistent Agreements	B-24
7.6	Investments	B-24
7.7	Sale of Assets	B-24
7.8	Dividends; Reduction in Capital	B-25
7.9	Budget	B-25
7.10	Use of Loan Proceeds	B-25
ARTICLE 8 CONVERSION PROVISIONS		B-25
8.1	Conversion	B-25
8.2	Conversion; Issuance of Shares	B-25
8.3	Conversion Amount	B-26
8.4	Fractional Interests	B-26
8.5	Shareholder Approval	B-26
8.6	Cleansing Notice	B-26
8.7	Payment of Taxes	B-26
8.8	Allocation of Shares	B-26
8.9	Adjustment of Conversion Price and Number of Shares Issuable	B-27
ARTICLE 9 EVENTS OF DEFAULT		B-27
9.1	Event of Default	B-27
9.2	Remedies Upon Event of Default	B-28
9.3	Cure period	B-29
ARTICLE 10 MISCELLANEOUS		B-29
10.1	Amendments, Etc.	B-29
10.2	Notices; Etc.	B-30
10.3	No Waiver; Remedies	B-30
10.4	Costs, Expenses and Taxes	B-30
10.5	Indemnification	B-31
10.6	Binding Effect; Assignment	B-31
10.7	Governing Law	B-31
10.8	Dispute Resolution; Arbitration	B-31
10.9	Execution in Counterparts; Facsimile Signatures	B-31
10.10	Inconsistent Provisions	B-32
10.11	Severability	B-32
10.12	Survival of Representations and Warranties	B-32
10.13	Entire Agreement	B-32
10.14	Code of Banking Practice	B-32

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B-ii

ZEQ.=2,SEQ=270,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=295935,FOLIO='B-ii',FILE='DISK131:[15ZBW1.15ZBW17601]MC17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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Table of Contents

LOAN AGREEMENT

This LOAN AGREEMENT (this "Agreement") dated as of 22 June 2015 (the "Closing Date") is by and between ANATOLIA ENERGY LIMITED, an Australian public company, as the borrower (the "Borrower") and URANIUM RESOURCES, INC., a corporation organized and existing under the laws of the State of Delaware, as the lender (together with its successors and assigns, the "Lender").

Recitals

A. The Borrower desires to borrow, and the Lender is prepared to lend to the Borrower, up to Two Million Australian Dollars (A$2,000,000) as a loan to be advanced in two equal tranches (individually and collectively referred to as the "Loan"), subject to the terms and conditions set forth herein. The Borrower shall use the proceeds of each tranche of the Loan in accordance with the use of proceeds described herein.

B. This Agreement and all amounts due hereunder will be secured by the Borrower's shares in Anatolia Uranium Pty Ltd as further described herein and in the Specific Security Deed.

C. The Loan shall be a convertible loan that may, at the option of the Lender, be converted into Shares, all on the terms and conditions set forth herein. Prior to the Conversion Effective Date, the Loan is not convertible into Shares.

D. The Borrower and the Lender desire hereby to provide for the Loan and the collateral security therefor on the terms and conditions set forth herein.

Agreement

NOW, THEREFORE, in consideration of the following mutual covenants and agreements, the parties hereby agree as follows:

ARTICLE 1 CERTAIN DEFINITIONS AND ACCOUNTING PRINCIPLES

1.1 Certain Defined Terms. As used in this Agreement and unless otherwise expressly indicated, the following terms shall have the following meanings:

"Accounting Standards" means the accounting standards made or in force under the Corporations Act 2001 (Cth), and if any matter is not covered by those accounting standards, generally accepted Australian accounting principles.

"Affiliate" means, with respect to a Person, (i) any partner, director, ten percent (10%) or more shareholder, manager, member, managing agent, director, officer or employee of that Person or that Person's Affiliates; and (ii) any other Person (A) that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, that Person; (B) that directly or indirectly owns or holds (legally or beneficially) ten percent (10%) or more of any class of voting stock or partnership, membership or other voting interest of that Person; or (C) ten percent (10%) or more of the voting stock or partnership, membership or other voting interest of which is directly or indirectly owned or held (legally or beneficially) by that Person.

"Agreement" has the meaning set forth in the Preamble to this Agreement.

"Anatolia Disclosure Letter" has the meaning given in the Scheme Implementation Agreement.

"Anatolia Due Diligence Materials" has the meaning given in the Scheme Implementation Agreement.

B-1

ZEQ.=1,SEQ=271,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=857770,FOLIO='B-1',FILE='DISK131:[15ZBW1.15ZBW17601]ME17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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"Applicable Interest Rate" means the Interest Rate or the Default Rate, as applicable.

"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

"Bankruptcy Laws" shall mean the Bankruptcy Code or the Australian equivalent and all other Governmental Requirements pertaining or applicable to bankruptcy, insolvency, debtor relief, debtor protection, liquidation, reorganization, winding up, arrangement, receivership, administration, moratorium, assignment for the benefit of creditors or other similar laws applicable in the United States, Australia or other applicable jurisdictions as in effect from time to time.

"Borrower" has the meaning specified in the Preamble to this Agreement.

"Borrower Securities" means securities or instruments granted by the Borrower that confer upon their holder the right (whether conditional or not) to acquire by way of issue one or more Shares or other equity interest in the Borrower, including any options and performance shares.

"Budget" means the detailed budget for the exploration, development, management and operation of the Borrower using the proceeds of the Loan and other available funds, as well as to all other general, administrative and others costs and expenses of the Borrower, as such budget is updated, revised and amended from time to time in accordance with the terms hereof; the current Budget in effect as of the date hereof, which has been approved by the Board of Directors of the Borrower, is attached hereto as Exhibit A .

"Business Day" means a day, other than a Saturday or Sunday or statutory holiday, on which banks in Denver, Colorado are open for business.

"Change of Control" means: (i) the acquisition of the Borrower by another entity by means of any transaction or series of related transactions to which the Borrower and/or its stockholders is party (including, without limitation, any stock acquisition, scheme of arrangement, reorganization, merger or consolidation but excluding any sale of stock by the Borrower for capital-raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Borrower outstanding immediately prior to such transaction or series of transactions continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Borrower held by such holders prior to such transaction, at least 75% of the total voting power represented by the voting securities of the Borrower or such surviving entity outstanding immediately after such transaction or series of transactions; or (ii) a sale, lease, exclusive license or other conveyance of all or substantially all of the assets of the Borrower. For the avoidance of doubt, a Change of Control includes a change of control that will occur on completion of the Proposed Transaction.

"Closing Date" has the meaning set forth in the Preamble to this Agreement.

"Commitment" means, collectively, the Tranche One Commitment and the Tranche Two Commitment, in the aggregate amount of Two Million Australian Dollars (A$2,000,000).

"Conversion Amount" has the meaning specified in Section 8.2(a) .

"Conversion Effective Date" means (i) the date a Change of Control occurs, (ii) if the Shareholder Approval is not received, the date of such related shareholder meeting, and (iii) December 30, 2015.

"Conversion Notice" has the meaning specified in Section 8.2(a) .

"Conversion Period" means the period of time beginning on the Conversion Effective Date and ending on the Scheduled Maturity Date.

"Conversion Price" means A$0.08 per Share.

B-2

ZEQ.=2,SEQ=272,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=473676,FOLIO='B-2',FILE='DISK131:[15ZBW1.15ZBW17601]ME17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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"Conversion Provisions" means the terms and conditions pursuant to which the Lender may elect to exercise its Conversion Rights as provided in Article 8 hereof, and to receive payment in Shares.

"Conversion Rights" has the meaning specified in Section 8.2(a) .

"Conversion Shares" has the meaning specified in Section 8.1 .

"Corporations Act" means the Corporations Act 2001 (Cth) of Australia.

"Date of Default" has the meaning specified in Section 9.2(a) .

"Default" means any Event of Default or any condition or event which, after notice or lapse of time or both, would constitute an Event of Default.

"Default Rate" means the interest rate applicable to the Loan during periods when any amounts payable by the Borrower, whether as principal repayments, interest payments, expenses payments or other amounts, are due and payable but unpaid by the Borrower, which interest rate shall be at a rate per annum equal to the Interest Rate plus six percent (6%).

"Directed Advance" has the meaning specified in Section 3.5 .

"Dispute" has the meaning specified in Schedule 10.8 .

"Dollars" and the symbol "A$" or the symbol "$" each mean dollars in lawful currency of Australia.

"Environmental Laws" means Governmental Requirements relating to pollution or protection of the environment, including Governmental Requirements relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes which are applicable to the Borrower or any Subsidiary thereof, or the activities of and properties or assets owned, controlled or managed by the Borrower or any Subsidiary thereof.

"Event of Default" has the meaning set forth in Section 9.1 .

"Excluded Shareholder" shall have the meaning set forth in the Scheme Implementation Agreement.

"Excluded Taxes" means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, income or franchise Taxes imposed on (or measured by) the taxable income of the Lender or such recipient, as the case may be, or capital Taxes imposed on (or measured by) the taxable capital of the Lender or such recipient, in each case by the jurisdiction under the applicable law of which such recipient is organized or in which its principal office is located or which exercises valid taxation jurisdiction over such recipient, but for greater certainty, Excluded Taxes do not include withholding taxes imposed on the Lender or any such recipient in respect of payments or deliveries hereunder.

"Expropriation Event" means the appropriation, confiscation, expropriation, cancellation, seizure or nationalization (by Governmental Requirement, intervention, court order, condemnation, exercise of eminent domain or other action or form of taking) of ownership or control of the Borrower or any of its Subsidiaries or of any material project or property or any substantial portion thereof, or any substantial portion of the rights related thereto, or any substantial portion of the economic value thereof, or which prevents or materially interferes with the ability of a Person to own or operate the

B-3

ZEQ.=3,SEQ=273,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=289267,FOLIO='B-3',FILE='DISK131:[15ZBW1.15ZBW17601]ME17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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property or business subject to such action, including by the imposition of any Tax, fee, charge or royalty.

"External Administrator" means an administrator, controller or managing controller (each as defined in the Corporations Act), trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity.

"Governmental Authority" means the government of any nation and any state, provincial, territorial, divisional, county, regional, city and other political subdivision thereof, any tribal, aboriginal or native government or corporation, and any union or commonwealth of multiple countries, such as the European Union, in each case in which any property of the Borrower is located or which exercises valid jurisdiction over any such property or the Borrower, or in which the Borrower conducts business or is otherwise present, and any entity, court, arbitrator or board of arbitrators, agency, department, commission, board, bureau, regulatory authority or instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises jurisdiction over the Borrower or its properties or assets, and any securities exchange or securities regulatory authority to which the Borrower is subject.

"Governmental Requirement" means any law, statute, code, ordinance, treaty, order, rule, regulation, judgment, ruling, decree, injunction, franchise, permit, certificate, license, authorization, approval or other direction or requirement (including Environmental Laws, energy regulations, occupational, safety and health standards or controls, taxation laws and Securities Laws) of any Governmental Authority.

"Indebtedness" means, for any Person, without duplication, all indebtedness and liabilities of such Person determined in accordance with the Accounting Standards.

"Indemnified Party" has the meaning specified in Section 10.5 .

"Interest Payment Date" means (i) the first Business Day following each Quarterly Date beginning September 30, 2015 and (ii) the Maturity Date.

"Interest Rate" means twelve percent (12%) per annum.

"Interest Shares" has the meaning specified in Section 3.1(b) .

"Lender" has the meaning set forth in the Preamble to this Agreement.

"Lien" means any mortgage, deed of trust, debenture, lien, pledge, charge, security interest, 'security interest' as defined in the PPS Law, hypothecation, indenture, preferential right, assignment, option, production payment or other lien, encumbrance or collateral security Instrument in, on or to, any property or asset; or, the title of any vendor, lessor, lender or other secured party to, or interest or title of any Person under, any conditional sale or other title retention agreement, capital lease or other agreement with respect to any property or asset; or, the signing of any mortgage, deed of trust, pledge, charge, security agreement, hypothecation, indenture, assignment or similar instrument, or the signing or filing of a financing statement, personal property security act filing or other similar instrument, which names such Person as debtor, or the signing of any security agreement or other similar instrument authorizing any other party as the secured party thereunder to file any financing statement, personal property security act filing or other similar instrument. A Person shall be deemed to be the owner of any assets that it has placed in trust for the benefit of the holders of its indebtedness, which indebtedness is deemed to be extinguished under the Accounting Standards but for which such Person remains legally liable, and such trust shall be deemed to be a Lien.

B-4

ZEQ.=4,SEQ=274,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=95840,FOLIO='B-4',FILE='DISK131:[15ZBW1.15ZBW17601]ME17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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"Liquidation" means:

"Loan" means, individually or collectively, all loans made to the Borrower pursuant to this Agreement up to the full outstanding principal amount owing to the Lender pursuant to this Agreement, in the maximum cumulative amount of up to Two Million Australian Dollars (A$2,000,000), consisting of the Tranche One Commitment and the Tranche Two Commitment, as further described herein.

"Loan Documents" means this Agreement, any Promissory Note, the Specific Security Deed, each draw request, and each other instrument executed by the Borrower, or a Subsidiary of the Borrower, and delivered to the Lender in connection with this Agreement or any of the foregoing instruments, whether or not specifically identified in this clause, as any of the foregoing may be amended, modified, supplemented, extended, revised or restated from time to time in accordance with their respective terms.

"Losses" has the meaning specified in Section 10.5 .

"Market Price" means an amount equal to the VWAP for the Shares for the twenty (20) Trading Days immediately preceding any date of determination.

"Material Adverse Effect" means, with respect to any Person, an effect, resulting from any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), which:

"Maturity Date" means the first to occur of (a) if the Shareholder Approval is not obtained, the date that is four (4) months after the related Borrower shareholder meeting date, or (b) the Scheduled Maturity Date, or (c) the date that is four (4) months after the termination date of the Scheme Implementation Agreement, or (d) any date on which the Loan is accelerated by reason of an Event of Default pursuant to Section 10.2 ; provided that, with respect to this clause (d), the Lender will not accelerate the Loan due to an Event of Default (other than an Event of Default specified in Sections Section 9.1(e) or (k) ) until the date that is four (4) months after the occurrence of such Event of Default.

"Notice of Dispute" has the meaning set forth in Schedule 10.8.

"Obligations" means all duties, covenants, agreements, liabilities, indebtedness, indemnifications and obligations of the Borrower with respect to the repayment, payment or performance of all Indebtedness, liabilities and obligations (monetary or otherwise) of the Borrower, each Subsidiary of the Borrower, whenever arising, whether primary, secondary, direct, contingent, fixed or otherwise, and whether joint, several, or joint and several, established by or arising under or in connection with this Agreement or any other Loan Document, including, in each case, the payment of principal, interest, fees, expenses, reimbursements and indemnification obligations.

"Other Taxes" has the meaning specified in Section 3.6(b) .

B-5

ZEQ.=5,SEQ=275,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=104335,FOLIO='B-5',FILE='DISK131:[15ZBW1.15ZBW17601]ME17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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"Permitted Liens" means those Liens permitted by Section 7.2 .

"Person" means an individual, partnership, corporation (including a business trust), joint venture, limited liability company or other entity, or a Governmental Authority.

"Personal Property Securities Register" means the register established under section 147 of the PPSA.

"PPS Law" means:

"PPS Regulations" means the Personal Property Securities Regulations 2010 (Cth) of Australia.

"PPSA" means the Personal Property Securities Act 2009 (Cth) of Australia.

"Promissory Note" means the senior, secured promissory note made by the Borrower payable to the order of the Lender in the principal amount of up to Two Million Australian Dollars (A$2,000,000), as such promissory note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

"Proposed Transaction" means the proposed acquisition by the Lender, in accordance with the terms and conditions of the Scheme Implementation Agreement, of all of the Shares (other than any Shares held by an Excluded Shareholder), and the proposed acquisition by the Lender or cancellation of all of the Borrower Securities, through the implementation of the schemes described in the Scheme Implementation Agreement.

"Quarterly Date" means each March 31, June 30, September 30 and December 31 of each fiscal year.

"Repayment Date" has the meaning specified in Section 3.2(c).

"Scheduled Maturity Date" means December 31, 2015.

"Scheme Implementation Agreement" means that certain Scheme Implementation Agreement, dated as of June 3, 2015, between the Borrower and the Lender.

"Securities Laws" means all Governmental Requirements applicable to equity interests and the issuance of equity interests and the respective rules and regulations applicable thereto together with all binding policy statements, national instruments, orders, blanket rulings, mandatory guidelines and other applicable regulatory acts and instruments, together with all regulations, policies, rules or requirements imposed by any applicable securities exchange, trading platform or other Person.

"Shareholder Approval" means the requisite approval of the Share Scheme, Option Scheme and Performance Share Scheme (as such terms are defined in the Scheme Implementation Agreement) by the Borrower's shareholders, optionholders and performance shareholders, respectively, at the applicable Scheme Meeting (as such term is defined in the Scheme Implementation Agreement).\

"Shares" means the issued fully paid ordinary shares in the capital of the Borrower.

"Specific Security Deed" means the Specific Security Deed (marketable securities) given by the Borrower for the benefit of the Lender, with respect to the shares of Anatolia Uranium Pty Ltd directly owned by the Borrower.

B-6

ZEQ.=1,SEQ=276,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=668435,FOLIO='B-6',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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"Subsidiary" means, in respect of any Person at any date, any corporation, company, limited liability company, association, joint venture or other business entity of which securities, membership interests or other ownership interests representing fifty percent (50%) or more of the voting power of all equity interests are owned or held, directly or indirectly, by such Person.

"Taxes" has the meaning specified in Section 3.6(a) .

"Trading Day" means a day on which the Australian Securities Exchange or such other public stock exchange on which the Shares are principally traded is open and on which Shares are traded.

"Tranche" means, individually and collectively, each tranche of the Loan, including the Tranche One Commitment and the Tranche Two Commitment.

"Tranche One Commitment" means One Million Dollars (A$1,000,000).

"Tranche One Commitment Period" means the period of time beginning on the Closing Date to, but not including, September 15, 2015.

"Tranche Two Commitment" means One Million Dollars (A$1,000,000).

"Tranche Two Commitment Period" means from the period from September 15, 2015 to the Scheduled Maturity Date.

"VWAP" means Volume-Weighted Average Price, being the price per Share calculated by dividing (x) an amount equal to the total value of Shares traded during a particular time period, by (y) an amount equal to the total volume of Shares traded over that particular time period, which shall be based on the price and volume quotes provided by the Australian Securities Exchange or such other applicable public stock exchange and published by Bloomberg, which amount shall be calculated by the Lender and deemed to be accurate absent manifest error.

1.2 Accounting Principles. All accounting terms not otherwise defined herein shall be construed, all financial computations required under this Agreement shall be made, and all financial information required under this Agreement shall be prepared, in accordance with the Accounting Standards applied on a basis consistent with the financial statements referred to in Section 5.1(f) except as specifically provided herein.

1.3 Other Definitional Provisions; Date and Time References.

B-7

ZEQ.=2,SEQ=277,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=962004,FOLIO='B-7',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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1.4 Australian provisions.

ARTICLE 2 COMMITMENT; USE OF PROCEEDS; FEES; FUTURE EQUITY FINANCINGS

2.1 Commitment. Subject to all of the terms and conditions of this Agreement and subject to the satisfaction of the applicable conditions precedent set forth herein, the Lender agrees to advance the Loan to the Borrower as follows:

B-8

ZEQ.=3,SEQ=278,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=11791,FOLIO='B-8',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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2.2 Borrowing Procedure and Funding.

2.3 Convertible Loan. During the Conversion Period, all or any portion of the Commitment, whether or not outstanding, may be converted into a convertible loan at the discretion of the Lender subject to the Conversion Provisions, on the terms and conditions applicable to a convertible loan set forth herein, without any further action or the delivery of any instrument, effective on and as of the Conversion Date. During the Conversion Period, any portion of the Commitment advanced as a Loan shall be advanced as a convertible loan and the Loan will be convertible into Shares in accordance with the Conversion Provisions.

2.4 Repayment. The principal amount of the Loan, together with interest thereon and all fees, costs and other amounts then owing, shall be due and payable in full on the Maturity Date. The Borrower covenants and agrees to repay the Loan, together with interest thereon, in accordance with the terms of this Agreement. Any part of the Loan that has been repaid by the Borrower may not be re-borrowed and shall not be re-advanced to the Borrower (except by the Lender in its sole discretion as a Directed Advance pursuant to Section 3.5 ).

2.5 Use of Proceeds. The Borrower will utilize the Loan solely for critical project costs for the Temrezli and Sefaatli projects and for general and administrative costs in accordance with, and as specified in, the Budget. Under no circumstances, unless with prior written consent of the Lender, shall any portion of the Loan advances be used to pay employee or consultant bonuses.

B-9

ZEQ.=4,SEQ=279,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=748452,FOLIO='B-9',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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2.6 Anti-Dilution Rights.

2.7 Change of Control. If a Change of Control occurs at any time while the Loan is outstanding, upon the election of the Lender, either (i) the Lender will have all principal and accrued but unpaid interest under the Loan repaid in full in accordance with Section 2.4 above, or (ii) all principal, together with all accrued and unpaid interest under the Loan, shall be converted immediately prior to the Change of Control into Shares at the Conversion Price in accordance with the Conversion Provisions.

2.8 No Fees or Commissions. Neither the Borrower nor the Lender has incurred, nor will they incur, directly or indirectly any liability for brokerage or finder's fees or agent's commissions or any similar charges or fees in connection with this Agreement or the issuance of any Shares to the Lender contemplated hereby.

B-10

ZEQ.=5,SEQ=280,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=107399,FOLIO='B-10',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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ARTICLE 3 PROCEDURE AND PAYMENT

3.1 Interest.

3.2 Repayment of the Loan.

B-11

ZEQ.=6,SEQ=281,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=240657,FOLIO='B-11',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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3.3 Priority of Payments. All payments made by the Borrower shall be applied first to any amounts (other than principal or interest) then payable by the Borrower hereunder or under any other Loan Documents, then to accrued and unpaid interest on the Loan so paid, then to the principal amount of the Loan.

3.4 Payments and Computations. Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document, whether in respect of the Loan, interest or otherwise (other than interest or fee payments made by delivery of Shares), shall be made by the Borrower to the Lender not later than 12:00 noon (Denver, Colorado time) on the date due by delivery of Australian Dollars in immediately available funds to such account designated from time to time by notice from the Lender to the Borrower in writing at least two (2) Business Days before any such due date. Except as otherwise expressly provided in this Agreement, payments by the Borrower pursuant to this Agreement or any other Loan Document of interest, fees or other amounts in Shares shall be made by the Borrower to the Lender not later than 12:00 noon (Denver, Colorado time) on the date due by delivery of one or more duly authorized and issued Share certificates evidencing the number of Shares then due, issued in the name of the Lender or such Affiliate of the Lender as designated by the Lender in writing. All payments under this Agreement to be made by the delivery of Shares shall be made by the delivery of Shares. All decisions with respect to the payment of interest, fees or other amounts under this Agreement by either (i) the delivery of Shares, or (ii) the payment of immediately available funds, shall be made by the Lender in its sole discretion. All payments hereunder, whether by delivery of Shares or of Australian Dollars, shall be made by the Borrower without set off, deduction, withholding or counterclaim not later than on the date when due. Any payments received hereunder after the time and date specified in this Section 3.4 shall be deemed to have been received by the Lender on the next following Business Day. All interest shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest is payable over a year comprised of three hundred sixty (360) days. Whenever any payment to be made hereunder shall otherwise be due on a day which is not a Business Day, such payment

B-12

ZEQ.=7,SEQ=282,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=127624,FOLIO='B-12',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34'

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shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.

3.5 Directed Advances (a). At any time during the Conversion Period, if the Borrower has repaid the Loan, the Lender, in its sole discretion, has the right and option, but shall have no obligation, to cause a re-advance (a "Directed Advance") of such repaid amount, or any portion thereof, to be made to the Borrower for the purpose of allowing the Lender to convert such Loan provided to the Borrower pursuant to a Directed Advance into Conversion Shares in accordance with the Conversion Provision. Directed Advances shall be evidenced by the Lender's delivery of notice in writing to the Borrower, such notice to be delivered to the Borrower at least ten (10) Business Days prior to the date on which the Directed Advance referred to therein is made and the related conversion into Conversion Shares takes place. The Lender may make a Directed Advance at any time during the Conversion Period if the Borrower has repaid the Loan during the Conversion Period, and this Section 3.5 shall remain in force and effect in accordance with its terms until the Scheduled Maturity Date, notwithstanding full and final payment and performance of the Obligations. Any Loan received by the Borrower pursuant to a Directed Advance shall be immediately converted into Conversion Shares pursuant to the Conversion Provisions and such Loan shall be deemed repaid upon delivery to the Lender of the appropriate number of Conversion Shares in satisfaction of such Directed Advance, as calculated in accordance with the Conversion Provisions.

3.6 Taxes.

B-13

ZEQ.=8,SEQ=283,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=215277,FOLIO='B-13',FILE='DISK131:[15ZBW1.15ZBW17601]MG17601A.;10',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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3.7 Usury. If any provision of this Agreement would oblige the Borrower to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Lender of "interest" at a "criminal rate" or a "usurious rate", then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lender of "interest" at a "criminal rate" or a "usurious rate", such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows: (a) first, by reducing the amount or rate of interest; and (b) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the Lender which would constitute interest under applicable Governmental Requirements.

ARTICLE 4 CONDITIONS PRECEDENT

4.1 Conditions Precedent to this Agreement. The effectiveness of this Agreement is subject to satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent.

B-14

ZEQ.=1,SEQ=284,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=335683,FOLIO='B-14',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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The Borrower's tender of a draw request shall be deemed to constitute a representation and warranty by the Borrower as of the date of the Loan that the conditions precedent in paragraphs (a) through (f) of this Section 4.1 have been, and remain, satisfied.

4.2 Conditions Precedent to All Loans. The obligation of the Lender to advance any Tranche hereunder is subject to the satisfaction (or waiver by the Lender in its sole discretion) of the following conditions precedent on the date of making such Loan:

B-15

ZEQ.=2,SEQ=285,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=103527,FOLIO='B-15',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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Each request for a Loan shall be deemed to constitute a representation and warranty by the Borrower as of the date of each draw request that the conditions precedent applicable thereto have been, and remain, satisfied.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Borrower. The Borrower, for itself and on behalf of each of its Subsidiaries, hereby represents and warrants to the Lender as follows:

B-16

ZEQ.=3,SEQ=286,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=210388,FOLIO='B-16',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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B-17

ZEQ.=4,SEQ=287,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=899729,FOLIO='B-17',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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B-18

ZEQ.=5,SEQ=288,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=159759,FOLIO='B-18',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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B-19

ZEQ.=6,SEQ=289,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=800749,FOLIO='B-19',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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B-20

ZEQ.=7,SEQ=290,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=577173,FOLIO='B-20',FILE='DISK131:[15ZBW1.15ZBW17601]MI17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

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5.2 Disclosure Limits Representations and Warranties of the Borrower (i). The Lender acknowledges and agrees that the Borrower has disclosed against the representations and warranties in Article 5.1, and the Lender is aware of and will be treated as having actual knowledge of, all facts, matters and circumstances that are fairly disclosed in the Anatolia Due Diligence Materials and the Anatolia Disclosure Letter and the Borrower will have no liability in relation to the representations and warranties in Article 5.1 to the extent that disclosure is made or is deemed to have been made against the representations and warranties under this Article 5.2.

ARTICLE 6 AFFIRMATIVE COVENANTS OF THE BORROWER

Until full and final payment and performance of the Obligations (other than contingent indemnification Obligations for which no claim has been made and Obligations related to any Directed Advance), the Borrower shall, unless the Lender otherwise consents in writing (which consent the Lender may grant or withhold in its sole discretion), perform all covenants in this Article 6 .

6.1 Compliance with Laws, Etc. The Borrower shall comply, and shall cause each of its Subsidiaries to comply, in all material respects, with all applicable Governmental Requirements, including Environmental Laws. The Borrower shall pay, and shall cause each Subsidiary thereof to pay, all Taxes, assessments, and governmental charges imposed upon them or their respective property before the same become delinquent, except to the extent contested in good faith and adequately reserved for in accordance with the Accounting Standards to the Borrower or Subsidiary thereof.

6.2 Reporting Requirements. The Borrower shall deliver to the Lender the reports, information, notices and certificates set forth below:

B-21

ZEQ.=1,SEQ=291,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=260389,FOLIO='B-21',FILE='DISK131:[15ZBW1.15ZBW17601]MK17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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6.3 Maintenance of Insurance. The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, with respect to its assets and business generally, insurance with responsible and reputable insurance companies or associations that covers liabilities, property damage or loss and other risks in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations engaged in the same or similar businesses. Upon the Lender's request, each of the Borrower's insurance policies, excluding the Borrower's director and officer insurance policies, shall name the Lender as loss payee, additional insured or an insured person, as appropriate, and shall contain an endorsement providing that such insurance cannot be terminated or amended without at least thirty (30) days prior notice to the Lender.

6.4 Preservation of Existence, Etc. The Borrower shall preserve and maintain, and shall cause each of its Subsidiaries to preserve and maintain, its respective corporate existence, rights, franchises and privileges in the jurisdiction of their incorporation or formation; and, the Borrower will qualify and remain qualified, and will cause each of its Subsidiaries to qualify and remain qualified, as a foreign entity in each jurisdiction in which such qualification is necessary in view of their business and operations or the ownership of their properties. The Borrower will comply in all material respects, and will cause each of its Subsidiaries to comply in all material respects, with all applicable material Governmental Requirements and all material Securities Laws, concerning disclosure of matters relevant to such Persons and their properties; and, the Borrower will timely file, and will cause each of its Subsidiaries to timely file, full and complete reports concerning their business and operations as required by such Governmental Requirements and Securities Laws.

6.5 Notice of Default. The Borrower shall furnish to the Lender as soon as possible and in any event within three (3) Business Days after the occurrence of each Event of Default or Default continuing on the date of such statement, a statement of the president or chief financial officer of the Borrower, setting forth the details of such Event of Default or Default, and the action which the Borrower proposes to take with respect thereto.

6.6 Defense of Title and Rights. The Borrower shall preserve and defend, and shall cause each of its Subsidiaries to preserve and defend, its respective ownership of all right, title and interest in and to its material assets, property and rights.

6.7 Maintenance of Unissued Shares. The Borrower will at all times maintain sufficient authorized but unissued Shares to meet its obligations hereunder.

6.8 Maintenance of Minimum Balance. The Borrower shall maintain a minimum balance of A$200,000 in a deposit account owned by the Borrower at all times, free and clear of any Liens.

B-22

ZEQ.=2,SEQ=292,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=982293,FOLIO='B-22',FILE='DISK131:[15ZBW1.15ZBW17601]MK17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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6.9 Other Actions. The Borrower shall do all things that may be required in order to obtain all consents and approvals that are necessary to perform the Borrower's obligations under this Agreement, including the issuance of Shares to the Lender.

ARTICLE 7 NEGATIVE COVENANTS OF THE BORROWER

Until the full and final payment and performance of the Obligations (other than contingent indemnification Obligations for which no claim has been made and Obligations related to any Directed Advance), the Borrower shall, unless the Lender otherwise consents in writing (which consent the Lender may grant or withhold in its sole discretion), perform all covenants in this Article 7 .

7.1 Indebtedness. The Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, create, incur, assume, agree to or suffer to exist, any Indebtedness, except (a) Indebtedness hereunder; (b) Indebtedness secured by Liens permitted by Section 7.2 , so long as the principal amount of such Indebtedness shall not increase from the amount in existence on the Closing Date; (c) Indebtedness existing on the date hereof and disclosed to the Lender on the financial statements delivered pursuant to Section 5.1(f) , so long as the principal amount of such Indebtedness shall not increase from the amount in existence on the Closing Date; and (d) unsecured account trade payables, bank overdrafts and other similar unsecured Indebtedness incurred in the ordinary course of business, so long as such amounts are not overdue or delinquent.

7.2 Liens, Etc. The Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, create, grant, incur, assume, agree to or suffer to exist any Lien upon or with respect to any of its properties or assets now owned or hereafter acquired, or assign or otherwise convey any right to receive the production, proceeds or income therefrom, except:

B-23

ZEQ.=3,SEQ=293,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=47086,FOLIO='B-23',FILE='DISK131:[15ZBW1.15ZBW17601]MK17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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Notwithstanding the foregoing, if the Borrower shall grant or allow a Lien on any of its properties or assets in violation of this Section 7.2 , then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such properties or assets to and in favor of the Lender as additional security for the Obligations, to the extent that such a Lien has not already been granted to the Lender.

7.3 Assumptions, Guarantees, Etc. of Indebtedness of Other Persons. The Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, assume, guarantee or otherwise become directly or contingently liable (including, without limitation, liable by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or otherwise to assure the creditor against loss) in connection with any Indebtedness of any other Person.

7.4 Liquidation; Merger; Change in Ownership. The Borrower shall not, and shall cause its Subsidiaries to not, liquidate or dissolve, or enter into any consolidation, amalgamation or merger, or enter into any partnership, joint venture or other combination where such combination involves a contribution by the Borrower or Subsidiary thereof of all or substantially all of its assets, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes substantially all of such assets, or enter into any agreement with respect to the foregoing or agree to do or undertake any of the foregoing, other than the Proposed Transaction or pursuant to a "Superior Proposal" pursuant to the terms of the Scheme Implementation Agreement.

7.5 Restrictive and Inconsistent Agreements. The Borrower shall not, and shall cause its Subsidiaries to not, enter into any agreement or undertaking or incur or suffer any obligation prohibiting or inconsistent with the performance by the Borrower of its Obligations under the Loan Documents.

7.6 Investments. The Borrower shall not and shall cause its Subsidiaries to not, directly or indirectly: (a) make any loan or advance of credit (other than as contemplated by the Budget) to any Person utilizing the Loan proceeds or (b) purchase or otherwise acquire the capital stock, all or substantially all the assets, a division or business, indebtedness, obligations of, or any interest in, any Person.

7.7 Sale of Assets. The Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, sell, transfer, assign or otherwise dispose of any of their respective material assets or

B-24

ZEQ.=4,SEQ=294,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=606542,FOLIO='B-24',FILE='DISK131:[15ZBW1.15ZBW17601]MK17601A.;6',USER='CHE108062',CD='11-JUL-2015;06:34'

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properties (or any material portion thereof), except for sales of product and inventory in the ordinary course of business or as otherwise agreed between the parties in writing.

7.8 Dividends; Reduction in Capital. The Borrower shall not (a) declare, accrue or pay any dividends, whether in cash or in stock, or (b) buy back any of its Shares or otherwise reduce its capital, while any Loan or any other amount hereunder remains outstanding and unpaid.

7.9 Budget. The Borrower shall not, and shall cause its Subsidiaries to not, amend, modify, supplement or revise the Budget in excess of A$125,000, either individually or in the aggregate, without the prior consent of the Borrower's Board of Directors and, if such consent is obtained, then by the Lender. The Borrower shall not, and shall cause its Subsidiaries to not, make, agree to make, accrue or incur any expenditure of any nature whatsoever, or any commitment therefor, unless such expenditure is included and described in the Budget, or unless such expenditure receives prior approval by the Borrower's Board of Directors and, if such approval is obtained, then by the Lender (such approval not to be unreasonably withheld or delayed).

7.10 Use of Loan Proceeds. The Borrower shall not, and shall cause its Subsidiaries to not, use the proceeds of any Loan, or any portion thereof, for any purpose other than as expressly set forth in Section 2.5 hereof.

ARTICLE 8 CONVERSION PROVISIONS

8.1 Conversion(a). As a condition to this Agreement and the Loan to be made hereunder, the Borrower hereby agrees to the conversion of the Loan and Commitment into Shares at the option of the Lender in accordance with the terms set forth herein. Beginning on the Conversion Effective Date, the terms and conditions set forth in this Article 8 shall apply to the conversion of the Loan and Commitment, or any portion thereof, together with any outstanding interest thereon, into Shares (the "Conversion Shares"), from time to time.

8.2 Conversion; Issuance of Shares.

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8.3 Conversion Amount. The Lender may exercise its Conversion Rights at any time, and from time to time, during the Conversion Period, with respect to all or any portion of the Loan and Commitments, whether or not outstanding.

8.4 Fractional Interests. The Borrower shall not be required to issue fractional Conversion Shares upon conversion. If any fraction of a Conversion Share would, except for the provisions of this Section 8.4 , be issuable on a conversion of the Loan or Commitment, or any portion thereof, together with any outstanding interest thereon, the Borrower shall issue to the Lender one (1) share for a fraction of a Conversion Share greater than or equal to 0.50 and shall issue zero (0) shares for a fraction of a Conversion Share less than 0.50.

8.5 Shareholder Approval. If the issuance of Shares pursuant to the conversion of the Loan and/or Commitments requires the approval of shareholders of the Borrower (including under the Australian Securities Exchange Listing Rule 7.1), the Borrower must, by no later than ten (10) Business Days after receiving a written request from the Lender, prepare and dispatch a notice of meeting to its shareholders to convene a general meeting to seek such approval and any such conversion will be subject to the Borrower obtaining all required shareholder approvals.

8.6 Cleansing Notice. By no later than 10:00 a.m. (Sydney time) on the Business Day following the issuance of Shares upon conversion of all or part of the Loan and/or Commitment pursuant to the terms hereof, the Borrower must lodge a notice with the Australian Securities Exchange under Section 708A(5)(e) of the Corporations Act 2001 (Cth) that complies with section 708A(6) of the Corporations Act 2001 (Cth). Where a notice cannot be issued, the Borrower will instead lodge a cleansing prospectus in relation to the Shares which complies with the requirements of the Corporations Act.

8.7 Payment of Taxes. The Borrower will be responsible for the payment of all stamp taxes, duties and any other Taxes (other than Excluded Taxes), fees or impositions imposed by any Governmental Authority on or otherwise associated with the conversion of any portion of the Loan or Commitment or any accrued and unpaid interest thereon to Conversion Shares and the issuance of Conversion Shares to the Lender (or its designee).

8.8 Allocation of Shares. The Borrower will at all times allocate and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Shares or its authorized and issued Shares held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Shares to the Lender as described in the Agreement, including upon the conversion of any portion of the Loan or Commitment or accrued and unpaid interest thereon at any time, the maximum number of Shares which may be deliverable by the Borrower pursuant to the Agreement.

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8.9 Adjustment of Conversion Price and Number of Shares Issuable. The applicable Conversion Price and the number of Conversion Shares issuable on conversion of the Conversion Right are subject to adjustment from time to time in accordance with Section 2.6 of the Agreement.

ARTICLE 9 EVENTS OF DEFAULT

9.1 Event of Default. Each of the following events shall be an "Event of Default" hereunder:

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9.2 Remedies Upon Event of Default.

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9.3 Cure period. If, following a notice from the Borrower to the Lender pursuant to Section 6.5 (other than in respect of an Event of Default under Section 9.1(e) or (k)), the relevant Event of Default is capable of remedy within 30 days of the occurrence of the Event of Default, and the Lender is satisfied that the Event of Default is in fact remedied within such period, the relevant Event of Default will be deemed to be remedied.

ARTICLE 10 MISCELLANEOUS

10.1 Amendments, Etc. Except as otherwise expressly provided in this Agreement, no amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower or the Lender therefrom, shall in any event be effective unless the same shall be in writing and signed by the other party, and, in the case of any amendment, by the Borrower and the Lender and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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10.2 Notices; Etc. All notices, requests, demands and other communications provided for hereunder shall be in writing (including facsimile communication) and transmitted to the following address or facsimile:

or at such other address or number as shall be designated by such party in a written notice to the other. All notices, requests, demands or other communications to or upon the respective parties hereto shall be in writing (including by facsimile or e-mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made: (a) when delivered by hand, upon receipt; (b) when transmitted via telecopy (or other facsimile device) to the number set out herein, upon transmission; (c) the Business Day immediately following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service; (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid; or (e) when delivered by e-mail, upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return e-mail or other written acknowledgment), provided that if such notice, request, demand or communication transmitted by e-mail is not sent during the normal business hours of the recipient, such notice, request or demand shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. Notices delivered to the Lender pursuant to Articles 2 or 3 hereof shall not be effective until actually received by the Lender.

10.3 No Waiver; Remedies. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder, or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

10.4 Costs, Expenses and Taxes. The Borrower and the Lender each agree to pay their own respective costs and expenses in connection with the negotiation, preparation, execution, registration and delivery of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation the reasonable fees and expenses of all legal counsel and independent consultants. After the Closing Date, the Borrower agrees to pay on demand all actual, out of pocket reasonable costs and expenses of the Lender in connection with the administration of this Agreement and the other Loan Documents, including the reasonable costs and expenses incurred by the Lender in connection with any amendments, waivers or consents and the protection of the Lender's rights with respect to and the enforcement of this Agreement, the other Loan

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Documents and the other documents to be delivered hereunder (whether incurred before, during or after commencement of any bankruptcy, reorganization or insolvency actions pertaining to the Borrower). All such expenses will be itemized in reasonable detail. In addition, the Borrower agrees to pay any and all stamp, mortgage recording and other Taxes, filing fees, duties or charges payable or determined to be payable in connection with the execution and delivery of this Agreement, the other Loan Documents and the other documents to be delivered hereunder, and the Borrower agrees to indemnify and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes, filing fees or charges.

10.5 Indemnification. The Borrower agrees to indemnify the Lender and its respective directors, partners, managers, members, owners, principals, shareholders, officers, employees, agents, consultants and representatives (each, an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against, and to defend and hold each of the Indemnified Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, fines, suits, costs, assessments, charges, claims, Taxes and Other Taxes (other than Excluded Taxes), expenses, payments or disbursements of any kind whatsoever, including reasonable attorneys' fees and expenses of one outside counsel and, if reasonably necessary, one local counsel per necessary jurisdiction (collectively "Losses") which may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred or suffered by or asserted against any Indemnified Party in any way relating to or arising out of (a) this Agreement or any other Loan Document, the transactions contemplated hereby, or the use of the Loan, or (b) a breach or default (whether or not constituting a Default or Event of Default) by the Borrower, except, in each case, with respect to Losses arising entirely out of the gross negligence or willful misconduct of the Lender or such Indemnified Party. This Section 10.5 shall survive the repayment of the Obligations and the termination of this Agreement.

10.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender and their respective permitted successors and assigns. A party shall not have the right to assign any of its rights or obligations hereunder or any interest herein or in any other Loan Document without the prior written consent of the other party.

10.7 Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, NOT INCLUDING THE CONFLICTS OF LAW AND CHOICE OF LAW PROVISIONS THEREOF.

10.8 Dispute Resolution; Arbitration. Each Party hereby waives the right to trial by jury with respect to any Dispute between or among the Parties or their Subsidiaries with respect to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, and each Party agrees to pursue and resolve any such Dispute in accordance with the terms and provisions set forth in Schedule 10.8 , including resolution by binding arbitration as described in Schedule 10.8 . Interim, provisional and other judicial measures and remedies shall be available to the Parties as described in Schedule 10.8 .

10.9 Execution in Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other electronic transmission shall be as effective and binding as delivery of a manually executed original signature.

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10.10 Inconsistent Provisions. In the event of any conflict between this Agreement and any of the other Loan Documents, the provisions of this Agreement shall govern and be controlling.

10.11 Severability. If any provision hereof is determined to be ineffective or unenforceable for any reason, the remaining provisions hereof shall remain in effect, binding on the parties and enforceable at the election of the Lender in its sole discretion.

10.12 Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of any Loan.

10.13 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, superseding all prior statements, representations, discussions, agreements and understandings, oral or written, relating to such subject matter, including all term sheets and commitment letters.

10.14 Code of Banking Practice (a). Each party agrees that the Code of Banking Practice 2003 (Cth) of Australia does not apply to the Credit Documents, or to any transaction or service provided under them.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

	BORROWER:
Executed by ANATOLIA ENERGY LIMITED in accordance with Section 127 of the Corporations Act 2001
/s/ P.D. CRONIN Signature of director	/s/ PATRICK BURKE Signature of director/company secretary (Please delete as applicable)
P.D. Cronin Name of director (print)	Patrick Burke Name of director/company secretary (print)
	LENDER:
	URANIUM RESOURCES, INC.
	By:	/s/ JEFFREY L. VIGIL
		Name:	Jeffrey L. Vigil
		Title:	Vice PresidentFinance and CFO

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BLANK LINE TO FORCE PARA

Signature Page to Loan Agreement

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Schedule 10.8 Dispute Resolution; Arbitration

Dispute. For purposes of this Schedule and the Loan Agreement, the term "Dispute" shall mean any controversy, claim, dispute or disagreement between or among two or more parties to the Agreement arising out of, relating to, or otherwise in connection with the Agreement, any other Loan Document or any other ancillary agreement related thereto, whether in tort, contract or otherwise, including any claim, dispute, disagreement or controversy relating to the meaning, interpretation, breach, default, termination, or invalidity of any provision hereof that is not otherwise settled by agreement between the parties.

Notification. A party that desires to submit a Dispute for resolution shall commence the dispute resolution process by providing written notice of the Dispute ("Notice of Dispute") to the other parties to the Dispute. The Notice of Dispute shall identify the parties to the Dispute, contain a brief statement of the nature of the Dispute and the relief requested, and shall request negotiations among Senior Executives of each party to the Dispute. The submission of a Notice of Dispute shall toll any applicable statute of limitation related to the Dispute, pending the conclusion or abandonment of the dispute resolution process under this provision. Each Notice of Dispute and any other notice pertaining to a Dispute shall be delivered in accordance with Section 10.2 of the Loan Agreement.

Senior Executive Negotiations. The parties to the Dispute shall first seek to resolve any Dispute by negotiation between Senior Executives. A "Senior Executive" means any individual who is an officer of a party and has authority to negotiate a full and final settlement of the Dispute for a party. Within twenty (20) days after the date of the receipt by each party to the Dispute of the Notice of Dispute, the Senior Executives representing the parties to the Dispute shall meet at a mutually acceptable time and place to exchange and discuss relevant information in an attempt to resolve the Dispute. If a Senior Executive intends to be accompanied at the meeting by an attorney, each other party's Senior Executive shall be given written notice of such intention at least five (5) Business Days in advance and may also be accompanied by an attorney. The Senior Executives shall have a maximum of ten (10) days from the date of the initial meeting to discuss and resolve the Dispute, unless the parties all agree in writing to extend such period of time. Unless the period for Senior Executive negotiations is extended by agreement of all of the parties thereto, any party may initiate arbitration proceedings concerning such Dispute at any time following the passage of thirty (30) days after receipt of the Notice of Dispute.

Arbitration. Any Dispute not finally resolved by Senior Executive negotiations shall be exclusively and definitively resolved through final and binding arbitration, it being the intention of the parties that this is a broad arbitration agreement designed to encompass all possible disputes. Each party waives the right to trial by jury with respect to any Dispute and agrees to submit such Dispute to binding arbitration in accordance with this Schedule 10.8.

Rules. The arbitration shall be conducted in accordance with the International Dispute Resolution Procedures (as then in effect) of the International Centre for Dispute Resolution (the "Rules"), except to the extent the Rules conflict with the provisions of this Schedule 10.8, in which event the provisions of this Schedule 10.8 will control.

Number of Arbitrators. If the amount in Dispute is not subject to quantification or is equal to or in excess of One Million Australian Dollars (A$1,000,000), the arbitration shall be conducted by three (3) arbitrators, unless all parties to the Dispute agree in writing to a sole arbitrator within thirty (30) days after the filing of the arbitration with the International Centre for Dispute Resolution. If the amount in Dispute is less than One Million Australian Dollars (A$1,000,000), the arbitration shall be conducted by one arbitrator.

Method of Appointment of the Arbitrators. All arbitrators appointed pursuant to the dispute resolution procedure described in this Schedule 10.8 shall have at least the following qualifications:

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(1) a lawyer who has practiced in the area of commercial law for at least ten (10) years or a retired judge of the courts of the United States; (ii) a person with at least ten (10) years experience in complex commercial transactions; or (iii) a person with at least ten (10) years experience in the mining industry. If the arbitration is to be conducted by a sole arbitrator, then the arbitrator will be jointly selected by the parties to the Dispute. If the parties to the Dispute fail to agree on the arbitrator within thirty (30) days after the filing of the arbitration, then the International Centre for Dispute Resolution shall appoint the arbitrator. If the arbitration is to be conducted by three (3) arbitrators and there are only two (2) parties to the Dispute, then each party to the Dispute shall appoint one (1) arbitrator within thirty (30) days of the filing of the arbitration, and the two (2) arbitrators so appointed shall select the presiding arbitrator within thirty (30) days after the latter of the two arbitrators has been appointed by the parties to the Dispute. If a party to the Dispute fails to appoint its party-appointed arbitrator or if the two (2) party-appointed arbitrators cannot reach agreement on the presiding arbitrator within the applicable time period, then the International Centre for Dispute Resolution shall appoint the remainder of the three (3) arbitrators not yet appointed. If the arbitration is to be conducted by three (3) arbitrators and there are more than two (2) parties to the Dispute, then within thirty (30) days of the filing of the arbitration, all claimants shall jointly appoint one (1) arbitrator and all respondents shall jointly appoint one (1) arbitrator, and the two (2) arbitrators so appointed shall select the presiding arbitrator within thirty (30) days after the latter of the two (2) arbitrators has been appointed by the parties to the Dispute. If either all claimants or all respondents fail to make a joint appointment of an arbitrator or if the party-appointed arbitrators cannot reach an agreement on the presiding arbitrator within the applicable time period, then the International Centre for Dispute Resolution shall appoint all three (3) arbitrators.

Place of Arbitration. Unless otherwise agreed by all parties to the Dispute in writing, the place of arbitration shall be in the city of Denver, Colorado. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to arbitration in the city of Denver, Colorado and any defense of an inconvenient forum to the maintenance of arbitration in such jurisdiction.

Language of Arbitration. The arbitration proceedings shall be conducted in the English language and the arbitrators shall be fluent in the English language.

Taking of Evidence. The taking of evidence with respect to the arbitration shall be governed by the International Bar Association Rules on the Taking of Evidence in International Commercial Arbitration, as adopted on June 1, 1999.

Impartiality. All arbitrators shall be and remain at all times wholly impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the parties to the Dispute concerning the arbitration or the underlying Dispute.

Interim Measures. Any party to a Dispute, at any time and from time to time, may apply to any court of competent jurisdiction for interim measures and interim relief: (i) upon the occurrence of an Event of Default; (ii) prior to or concurrently with the delivery of a Notice of Dispute, or at any time thereafter; (iii) prior to or concurrently with the constitution of the arbitral tribunal, or at any time thereafter, including as necessary to enforce the arbitral tribunal's rulings; or (iv) in the absence of the jurisdiction of the arbitral tribunal to rule on interim measures or interim relief in a given jurisdiction. The parties agree that seeking and obtaining interim measures and interim relief shall not waive the right to arbitration, and the right to arbitration shall not waive or limit such interim measures and interim relief. The arbitrators (or in an emergency the presiding arbitrator acting alone in the event one (1) or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures and interim relief, including injunctions, attachments, protective orders, restraining orders, temporary restraining orders and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order by a court of competent jurisdiction. Hearings on requests for interim measures and interim relief may be held in person, by telephone, by video conference or by other means that permit the parties to a Dispute to present evidence and arguments.

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Judicial, Non-Judicial and Other Remedies. Notwithstanding any other provision of the Agreement or any other Loan Document, nothing in the Agreement or in this Schedule 10.8 or in any other Loan Document, nor the exercise of any right to arbitrate hereunder, shall waive, preclude, limit or prejudice the right of any party hereto, whether judicially, non-judicially or otherwise, at any time and from time to time: (i) to foreclose against any real or personal property collateral, or any portion thereof, by the exercise of the power of sale under a deed of trust, mortgage, security agreement or other document, agreement or instrument or applicable law or the exercise of other foreclosure remedies, whether at law, in equity or otherwise, and to pursue and take all other actions related or ancillary to such foreclosure and sale; (ii) to exercise any and all self-help remedies, including setoff or repossession; (iii) to obtain any and all provisional or ancillary remedies, including replevin, injunctive relief, attachment, protective orders, restraining orders, temporary restraining orders, specific performance or appointment of a receiver, receiver and manager, administrator, trustee, controller, liquidator or other similar person, from a court having jurisdiction; (iv) to take, pursue, exercise or enforce any other right or remedy provided in any Loan Document, whether in and before an appropriate court as required by applicable Governmental Requirements, through self-help, non-judicially or otherwise, whether before, during or after the pendency of any arbitration proceeding; or (v) to enforce any judgment or award made by the arbitrators. The institution and maintenance of any action for such judicial relief, or pursuit of provisional or ancillary remedies, or exercise of non-judicial and self-help remedies are available to the parties without limitation and shall not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration, including those Disputes arising from exercise of any judicial relief, or pursuit of provisional or ancillary remedies or exercise of non-judicial or self-help remedies. All rights and remedies enumerated herein are cumulative, and no right or remedy contained herein is intended to be exclusive. The enumeration of certain rights and remedies herein is not intended to, and shall not be deemed to, limit, restrict, waive or prejudice any right or remedy set forth in any other Loan Document.

Consolidation. If the parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and which could result in conflicting awards or obligations, then all such proceedings may be consolidated into a single arbitral proceeding.

Costs and Attorneys' Fees. The arbitral tribunal is authorized to award costs and attorneys' fees and to allocate them between the parties to the Dispute. The costs of the arbitration proceedings, including attorneys' fees, shall be borne in the manner determined by the arbitral tribunal.

Interest. The award shall include interest, as determined by the arbitral tribunal, from the date of any Default, Event of Default or other breach of the Agreement until the arbitral award is paid in full. Interest shall be awarded at the Applicable Interest Rate.

Currency of the Award. The arbitral award shall be made and payable in Australian Dollars, free of any Tax or other deduction.

Following the Law and Agreement. The arbitrators have no authority to make any ruling, finding, or award (i) that does not conform to the terms and conditions of any agreement that is the subject of a Dispute hereunder, or (ii) that would result in the application of any law other than the laws of the State of Colorado (or such other governing law expressly provided in any Loan Document), without regard to any choice or conflicts of law provisions or rule that would cause the application of the law of any jurisdiction other than the foregoing.

Entry of Judgment. The award of the arbitral tribunal shall be a reasoned written decision and shall be final and binding. Judgment on the award of the arbitration tribunal may be entered and enforced by any court of competent jurisdiction.

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Waiver of Challenge to Decision or Award. To the extent permitted by law, any right to appeal or challenge any arbitral decision or award, or to oppose enforcement of any such decision or award before a court or any governmental authority, is hereby waived by the parties.

Confidentiality. All negotiations, mediation, arbitration, and expert determinations relating to a Dispute (including a settlement resulting from a negotiation, an arbitral award, documents exchanged or produced, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the parties, their employees, officers, directors, counsel, consultants and expert witnesses, except to the extent necessary to enforce any arbitration award, to enforce other rights of a party, or as required by any Governmental Requirement; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination or award.

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ANNEX C

[LETTERHEAD OF ROTH CAPITAL PARTNERS]

May 28, 2015

Board of Directors Uranium Resources, Inc. 6950 South Potomac Street Ste. 300 Centennial, CO 80112

Members of the Board of Directors:

Roth Capital Partners, LLC ("Roth, "us" or "we") understands that Uranium Resources, Inc., a corporation organized under the laws of Delaware ("URI"), and Anatolia Energy Limited, an Australian public company ("Anatolia"), intend to enter into a Scheme Implementation Agreement (the "Scheme Implementation Agreement"), in which, pursuant to a Share Scheme, Option Scheme and Performance Share Scheme, URI will acquire all of the Anatolia Securities through an exchange of New URI Shares for Anatolia Shares, New URI Options for Anatolia Options, and New URI Performance Shares for Anatolia Performance Shares, all reflecting a Share Exchange Ratio of 0.06579 shares of URI common stock for each Anatolia ordinary share. In each case, capitalized terms set forth herein shall have the meanings ascribed to them in the Scheme Implementation Agreement.

You have asked us to render an opinion, as of the date hereof, with respect to the fairness, from a financial point of view, to the holders of URI Shares of the Share Exchange Ratio and the aggregate consideration payable to Anatolia Securityholders pursuant to the Schemes.

For purposes of the opinion set forth herein, we have reviewed execution drafts of the Scheme Implementation Agreement, Share Scheme, Option Scheme, Performance Share Scheme, and Deed Poll and related ancillary documents, and we have also, among other things:

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In conducting our review and arriving at our opinion, with your consent, we have not independently investigated or verified any of the foregoing information and we have assumed and relied upon such information as being accurate and complete in all material respects, and we have further relied upon verbal or written assurances of senior management of URI that such information was accurate and complete in all material respects when given to us and that they are not aware of any facts or circumstances that would make or render any of such information inaccurate, incomplete or misleading in any material respect. With respect to the Anatolia Forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Anatolia as to the future financial performance of Anatolia. We have not been engaged to assess the achievability of any projections or the assumptions on which they were based, and we express no view as to such projections or assumptions. In addition, we have not assumed any responsibility for any independent valuation or appraisal of the assets, liabilities or business operations of URI or Anatolia, nor have we been furnished with any such valuation or appraisal. In addition, we have not assumed any obligation to conduct, nor have we actually conducted, any physical inspection of the properties or facilities of URI or Anatolia.

We also have assumed, with your consent, that the Schemes will be consummated substantially in accordance with the terms set forth in the Scheme Implementation Agreement and in compliance with the applicable provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended, the Corporations Act 2001 (Cth), and all other applicable federal, state and local statutes, rules, regulations promulgated thereunder and the rules and regulations of The NASDAQ Stock Market, ASX Limited, and any other applicable exchanges, that the representations and warranties of each party in the Scheme Implementation Agreement are true and correct, that each party to the Schemes will perform on a timely basis all covenants and agreements required to be performed by it under the Scheme Implementation Agreement, and that all conditions to the consummation of the Schemes will be satisfied without waiver thereof. In addition, we have assumed that the number of Excluded Shareholders, Excluded Optionholders and Excluded Performance Shareholderss will not be material to the Schemes as a whole. We have further assumed that the final Scheme Implementation Agreement when signed by all relevant parties will conform in all material respects to the draft of the Scheme Implementation Agreement dated May 28, 2015, and that the Schemes will be consummated as described in the draft Scheme Implementation Agreement. We have also assumed that all governmental, regulatory and other consents and approvals contemplated by the Scheme Implementation Agreement will be timely obtained and that, in the course of obtaining any of those consents and approvals, no modification, delay, limitation, restriction or condition will be imposed or waivers made that would have a material adverse effect on URI or Anatolia or on the contemplated benefits of the Schemes.

Our opinion addresses only the fairness, from a financial point of view to the holders of URI Shares, as of the date hereof, of the Share Exchange Ratio and the aggregate consideration payable to Anatolia Securityholders pursuant to the Schemes. Our opinion does not in any manner address any other aspect or implication of the Schemes or any agreement, arrangement or

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ZEQ.=2,SEQ=309,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=1016214,FOLIO='C-2',FILE='DISK131:[15ZBW1.15ZBW17601]MU17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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understanding entered into in connection with the Schemes or otherwise, including, without limitation, the fairness of the amount or nature of any compensation to any officers, directors or employees of, or any class of such persons, relative to the consideration in the Schemes. Our opinion also does not address the relative merits of the Schemes as compared to any alternative business strategies that might exist for URI, the underlying business decision of URI to proceed with the Schemes, or the effects of any other transaction in which URI might engage. The issuance of this opinion was approved by an authorized internal fairness committee of Roth in accordance with our customary practice. Our opinion is necessarily based on economic, monetary, market, financial and other conditions as they exist and can be evaluated, and the information made available to us, as of the date hereof. We express no opinion as to the underlying valuation, future performance or long-term viability of URI or Anatolia. Further, we express no opinion as to the actual value of the shares of URI when issued pursuant to the Scheme Implementation Agreement or the prices at which shares of URI will trade at any time before, after or during the Schemes. It should be understood that, although subsequent developments or events may affect various assumptions used by us in preparing our opinion, we do not have any obligation to update, revise or reaffirm our opinion based on such developments or events or otherwise and we expressly disclaim any responsibility to do so. Our opinion does not address any legal, tax or accounting matters.

We note that, in connection with performing and rendering our services to URI, we were not authorized to and did not solicit any expressions of interest from any other parties with respect to any other merger, sale or other business combination involving URI.

We have acted as financial advisor to URI in connection with the Schemes and will receive a fee for our services payable upon delivery of this opinion to the URI's Board of Directors following a request from such Board that our opinion be so delivered. Our fee is not contingent upon the consummation of the Schemes. We will be reimbursed for our reasonable out of pocket expenses incurred in rendering services to URI, subject to an agreed maximum amount. Payment of such reimbursement is not contingent upon consummation of the Schemes. URI has agreed to indemnify us for certain losses, claims, damages and liabilities arising out our performance of services pursuant to our engagement with URI. In the two years prior to the date hereof, we have closed two financings for URI and received a fee each time as a placement agent.

Roth, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. We are a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, we and our affiliates may acquire, hold or sell, for our and our affiliates' own accounts and for the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of URI or Anatolia, and, accordingly, may at any time hold a long or a short position in such securities.

It is understood that this letter is solely for the information of the Board of Directors of URI in connection with its evaluation of the Schemes and does not constitute a recommendation to any stockholder of URI as to how such stockholder should vote or otherwise act or refrain from acting on any matter relating to the Schemes. This opinion may not be relied upon by any other person, or used for any other purpose. Except as expressly contemplated by and subject to the limitations set forth in the Scheme Implementation Agreement, this opinion may not be reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose without our prior written consent.

We acknowledge that a copy of this opinion may be included in its entirety as an exhibit, and a summary of the contents of this opinion may be disclosed, in any filing that URI is required to make with the U.S. Securities & Exchange Commission in connection with the Schemes only to the extent

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ZEQ.=3,SEQ=310,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=597101,FOLIO='C-3',FILE='DISK131:[15ZBW1.15ZBW17601]MU17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34'

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URI has concluded upon advice of counsel that such inclusion or disclosure is required by applicable law.

On the basis of and subject to the foregoing, we are of the opinion, as of the date hereof, that the Share Exchange Ratio and the aggregate consideration payable to Anatolia Securityholders pursuant to the Schemes are fair, from a financial point of view, to the holders of URI Shares.

Very truly yours,

/s/ Roth Capital Partners Roth Capital Partners, LLC

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ZEQ.=4,SEQ=311,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=203542,FOLIO='C-4',FILE='DISK131:[15ZBW1.15ZBW17601]MU17601A.;7',USER='CHE108062',CD='11-JUL-2015;06:34' THIS IS THE END OF A COMPOSITION COMPONENT

*PRELIMINARY DRAFT SUBJECT TO COMPLETION*

*URANIUM RESOURCES, INC.*

*PROXY FOR ANNUAL MEETING OF STOCKHOLDERS*

*To be Held on [ ]*

*THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS*

The undersigned stockholder of Uranium Resources, Inc. (the Company) hereby constitutes and appoints Christopher M. Jones, Terence J. Cryan and Marvin K. Kaiser (the Proxies), or any of them acting singly, each with the power of substitution as attorneys and proxies to vote all of the shares which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Company headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112 on [ ] at [ ] local time and at any and all adjournments or postponement thereof, with the same force and effect as if the undersigned were personally present, and the undersigned hereby instructs the above-named attorneys and proxies to vote as follows:

*The Board recommends you vote FOR Proposal No. 1.*

1.	Approval of the issuance of shares of URI common stock to the securityholders of Anatolia pursuant to the Transaction Agreement.	For — o	Against — o	Abstain — o

*The Board of Directors recommends you vote FOR the election of each of the following nominees.*

Election of Directors.

Nominees: — (a)	Terence J. Cryan	For	Withhold	For All
(b)	Christopher M. Jones	All	All	Except
(c)	Marvin K. Kaiser
(d)	Tracy A. Stevenson	o	o	o
(e)	Mark K. Wheatley

The Board of Directors recommends you vote FOR Proposal Nos. 2 and 3.		For	Against	Abstain
3.	Ratification of the appointment of Hein & Associates LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015.	o	o	o
4.	Approval, on an advisory basis, of the compensation of the Companys named executive officers.	o	o	o

*Where no voting instructions are given, the shares represented by this proxy will be voted FOR Proposal Nos. 1, 3 and 4 and FOR each of the nominees listed in Proposal No. 2. In their discretion, the Proxies are also authorized to vote all of the shares of the undersigned upon such other business as may properly come before the Annual Meeting. Management and the directors are not currently aware of any other matters to be presented at the Annual Meeting.*

DATED:
Signature
Signature
Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. When signing as attorney, executor, administrator, personal representative, trustee or guardian, please give your full title as such. For a corporation or partnership, please sign in the full corporate name by the president or other authorized officer or the full partnership name by an authorized person, as the case may be.

To vote by mail, please sign, date and return this proxy card in the enclosed envelope. For all other voting methods, please follow the voting instructions which accompany the proxy materials you received. This proxy card is valid only when signed and dated.

*IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS*

*FOR THE ANNUAL MEETING TO BE HELD ON [ ], 2015*

*T* he notice of meeting, proxy statement, proxy card and annual report are available at http://urre.client.shareholder.com.

ZEQ.=1,SEQ=312,EFW="2225361",CP="URANIUM RESOURCES INC.",DN="1",CHK=226120,FOLIO='',FILE="DISK126:[15ZBW2.15ZBW17602]15476-2-MW_ZBW17602.CHC",USER="MBRADT",CD='Jul 10 23:26 2015' TOCEXISTFLAG

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