I/We request that you allot me that number of shares (in the form of CHESS Depository Interests) and I/we agree to accept that number of shares (in the form of CHESS Depository Interests) on the terms below and the Certificate of Incorporation and Bylaws of the Company, and I/we authorise you to place my/our name on the register.

My/Our SRN/HIN (as shown on my/our Issuer Sponsored holding statement or CHESS           ______________________

Holdings statement)

Sign Here – This section must be signed for your instructions to be executed

I/We authorize you to act in accordance with my/our instructions set out above

TERMS AND CONDITIONS OF THE OPTIONS EXPIRING 15 JUNE 2017

The Attaching Options ( New Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares (in the form of CHESS Depository Interests) ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each New Option gives the Optionholder the right to subscribe for one Share.

(b)

The New Options will expire at 5.00pm (WST) on 15 June 2017 ( Expiry Date ). Any New Option not exercised before the Expiry Date will automatically lapse.

(c)

The amount payable upon exercise of each New Option is US$2.08 ( Exercise Price ).

(d)

The New Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(e)

An Optionholder may exercise their New Options by lodging with the Company, before the Expiry Date:

(i)

a written notice of exercise of New Options specifying the number of New Options being exercised ( Exercise Notice ); and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of New Options being exercised.

(f)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(g)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Exercise Notice.

(h)

All Shares allotted upon the exercise of New Options will upon allotment rank pari passu in all respects with other Shares.

(i)

Subject to the satisfaction of the requirements of the ASX Listing Rules, the Company will apply for quotation of the New Options (in the form of Chess Depositary Interests or otherwise) on ASX.

(j)

The Company will apply for quotation of all Shares  allotted pursuant to the exercise of New Options on ASX within 10 Business Days after the date of allotment of those Shares.

(k)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l)

There are no participating rights or entitlements inherent in the New Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their New Options prior to the date for determining entitlements to participate in any such issue.

(m)

A New Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the New Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the New Options may (or if no exemption from registration under the United States Securities Act of 1933, as amended, is available and the holder desires to exercise the New Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in

TERMS AND CONDITIONS OF THE OPTIONS EXPIRING 15 JUNE 2017

which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their New Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the New Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their New Options (or portion thereof if a partial exercise) in accordance with the terms of the New Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States (in the form of shares of common stock or otherwise), the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States (in the form of Chess Depositary Interests or otherwise), the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the New Options shall be deemed amended such that they comply with such United States laws.

LODGEMENT INSTRUCTIONS

Cheques shall be in the currency of the United States of America made payable to Uranium Resources, Inc. and crossed “Not Negotiable”. The application for shares on exercise of the options with the appropriate remittance should be lodged at Uranium Resources, Inc., 6950 South Potomac Street, Suite 300, Centennial, Colorado USA 80112.

TERMS AND CONDITIONS OF US$0.58 INCENTIVE OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows ( Vesting Date/s );

(c)

The Options will expire at 5:00pm (WST) on 28 November 2018 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (k), the amount payable upon exercise of each Option will be US$0.58 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise the Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of  the Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised for ( Exercise Notice );

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of the Options will upon allotment rank pari passu in all respects with other common shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and an Optionholder will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give an Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the attaching Options can be exercised.

TERMS AND CONDITIONS OF US$0.58 INCENTIVE OPTIONS

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$1.39 OPTIONS EXPIRY 8 OCTOBER 2019

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows ( Vesting Dates );

(c)

Each Option will expire at 5:00pm (WST) on 8 October 2019 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$1.39 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice ).

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other ordinary Shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of issue of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options

(n)

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(o)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the

TERMS AND CONDITIONS OF US$1.39 OPTIONS EXPIRY 8 OCTOBER 2019

issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(p)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$1.39 OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

Each Option will expire at 5:00pm (WST) on 30 September 2016 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$1.39 ( Exercise Price ).

(d)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(e)

An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice ).

(f)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(g)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(h)

Subject to the expiry of any applicable escrow period the Options shall be freely transferable.

(i)

All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares.

(j)

The Company will not apply for quotation of the Options on ASX. In addition, the Company will also apply for quotation of all Shares issued pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise)  within 10 Business Days after the date of issue of those Shares.

(k)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(m)

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

TERMS AND CONDITIONS OF US$1.39 OPTIONS

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF MDA OPTIONS

The common stock purchase options ( MDA Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each MDA Option gives the Optionholder the right to subscribe for one Share.

(b)

Each MDA Option will expire at 5:00pm (WST) on 30 November 2017 ( Expiry Date ). An MDA Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c)

Subject to paragraph (k), the amount payable upon exercise of each MDA Option will be US$0.92 ( Exercise Price ).

(d)

The MDA Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(e)

An Optionholder may exercise their MDA Options by lodging with the Company, before the Expiry Date:

(i)

a written notice of exercise of MDA Options specifying the number of MDA Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of MDA Options being exercised ( Exercise Notice ).

(f)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(g)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of MDA Options specified in the Exercise Notice.

(h)

The MDA Options are not transferable except with the prior written consent of the board of directors of the Company.

(i)

All Shares allotted upon the exercise of MDA Options will upon allotment rank pari passu in all respects with other Shares.

(j)

The Company will not apply for quotation of the MDA Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of MDA Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(k)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l)

There are no participating rights or entitlements inherent in the MDA Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the MDA Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their MDA Options prior to the date for determining entitlements to participate in any such issue.

(m)

An MDA Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the MDA Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the MDA Option, must) be exercised, in whole or in part, at such time by means of a “cashless

TERMS AND CONDITIONS OF MDA OPTIONS

exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their MDA Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the MDA Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their MDA Options (or portion thereof if a partial exercise) in accordance with the terms of the MDA Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the MDA Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF MDB OPTIONS

The common stock purchase options ( MDB Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each MDB Option gives the Optionholder the right to subscribe for one Share.

(b)

The MDB Options will vest as follows:

(i)

50% on the date that shareholders approve the grant;

(ii)

25% on 1 August 2013; and

(iii)

25% on 1 August 2014.

(c)

Each MDB Option will expire at 5:00pm (WST) on 30 November 2017 ( Expiry Date ). An MDB Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each MDB Option will be US$0.75 ( Exercise Price ).

(e)

The MDB Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their MDB Options by lodging with the Company, before the Expiry Date:

(i)

a written notice of exercise of MDB Options specifying the number of MDB Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of MDB Options being exercised ( Exercise Notice ).

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of MDB Options specified in the Exercise Notice.

(i)

The MDB Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of MDB Options will upon allotment rank pari passu in all respects with other Shares.

(k)

The Company will not apply for quotation of the MDB Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of MDB Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the MDB Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the MDB Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their MDB Options prior to the date for determining entitlements to participate in any such issue.

(n)

An MDB Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

TERMS AND CONDITIONS OF MDB OPTIONS

(o)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the MDB Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the MDB Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their MDB Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the MDB Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their MDB Options (or portion thereof if a partial exercise) in accordance with the terms of the MDB Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(p)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the MDB Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$0.92 OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows ( Vesting Date/s );

(c)

Each Option will expire at 5:00pm (WST) on 20 January 2020 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$0.92 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice );

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other ordinary Shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

TERMS AND CONDITIONS OF US$0.92 OPTIONS

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$1.04 OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows ( Vesting Date/s );

(c)

Each Option will expire at 5:00pm (WST) on 28 February 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$1.04 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice );

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other ordinary Shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise

TERMS AND CONDITIONS OF US$1.04 OPTIONS

the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$1.04 INCENTIVE OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows ( Vesting Date/s );

(c)

Each Option will expire at 5.00pm (WST) on 2 March 2018 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$1.04 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice ).

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other ordinary Shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise

TERMS AND CONDITIONS OF US$1.04 INCENTIVE OPTIONS

the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$0.92 INCENTIVE OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows (Vesting Date/s);

(c)

Each Option will expire at 5.00pm (WST) on 6 March 2017 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$0.92 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice ).

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other ordinary Shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration

TERMS AND CONDITIONS OF US$0.92 INCENTIVE OPTIONS

under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the Option, must) be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF US$1.04 INCENTIVE OPTIONS

The common stock purchase options ( Options ) entitle the holder thereof ( Optionholder ) to subscribe for certain common shares ( Shares ) of Uranium Resources, Inc. ( Company ) on the following terms and conditions:

(a)

Each Option gives the Optionholder the right to subscribe for one Share.

(b)

The Options will vest as follows ( Vesting Date/s );

(c)

Each Option will expire at 5:00pm (WST) on 30 June 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Subject to paragraph (l), the amount payable upon exercise of each Option will be US$1.04 ( Exercise Price ).

(e)

The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(f)

An Optionholder may exercise their Options by lodging with the Company, after the relevant Vesting Date but before the Expiry Date:

(i)

a written notice of exercise of Options specifying the number of Options being exercised; and

(ii)

a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice ).

(g)

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h)

Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will, subject to compliance with all applicable laws and regulations, allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i)

The Options are not transferable except with the prior written consent of the board of directors of the Company.

(j)

All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other ordinary Shares on issue.

(k)

The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX (in the form of Chess Depositary Interests or otherwise) within 10 Business Days after the date of allotment of those Shares.

(l)

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m)

There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue. An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Attaching Option can be exercised.

(n)

If at the time of exercise hereof there is no effective registration statement registering under the United States Securities Act of 1933, as amended, or the prospectus contained therein is not available for the

TERMS AND CONDITIONS OF US$1.04 INCENTIVE OPTIONS

issuance of the Shares to the Optionholder, then the Options may (or if no exemption from registration under the United States Securities Act of 1933 (as amended) is available, and the holder desires to exercise the Option, must)  be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Optionholder shall be entitled to receive a number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the trading day immediately preceding the date on which an Optionholder elects to exercise their Options by means of a “cashless exercise,” as set forth in the applicable Exercise Notice;

(B) =

the Exercise Price of the Options, as adjusted hereunder; and

(X) =

the number of Shares that would be issuable upon exercise of their Options (or portion thereof if a partial exercise) in accordance with the terms of the Options if such exercise were by means of a cash exercise rather than a cashless exercise.

“ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a national securities exchange in the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the national securities exchange on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Shares are then listed or quoted on a trading market outside of the United States, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the trading market on which the Shares are then listed or quoted (and the trading market with the highest volume for such date if the Shares are listed on more than one trading market outside of the United States) as reported by a reporting system determined to be reasonably acceptable by the Company in good faith, (c) if the Shares are not then listed or quoted for trading on a trading market and if prices for the Shares are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Shares so reported, or (d) in all other cases, the fair market value of a share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Company’s common stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(o)

In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or an Optionholder, the laws of the United States shall prevail and these terms of the Options shall be deemed amended such that they comply with such United States laws.

TERMS AND CONDITIONS OF A CLASS PERFORMANCE SHARES
OF URANIUM RESOURCES, INC.

The terms of the A Class Performance Shares are as follows:

(a)

( Shares ) An A Class Performance Share is a share in the capital of Uranium Resources, Inc. (“ Company ”).

(b)

( General Meeting ) An A Class Performance Share confers on the holder of it (" Holder ") the right to receive notices of meetings and financial reports and accounts of the Company that are circulated to the Company’s stockholders. The Holder has the right to attend meetings of the Company’s stockholders.

(c)

( No Voting Rights ) An A Class Performance Share does not entitle the Holder to vote on any resolutions proposed at a meeting of the Company’s stockholders.

(d)

( No Dividend Rights ) An A Class Performance Share does not entitle the Holder to any dividends.

(e)

( No Rights on Winding Up ) An A Class Performance Share does not confer on the Holder any right to participate in the surplus profits or assets of the Company upon winding up of the Company.

(f)

( Not Transferable ) An A Class Performance Share is not transferable, except that an A Class Performance Share may be distributed or transferred to those persons who were registered as shareholders of Aldridge Uranium Limited (Aldridge) on the record date for determining entitlements to the A Class Performance Shares (Record Date) under the proposed scheme of arrangement transaction involving Aldridge and Anatolia Energy Limited, in proportion to their Aldridge shareholding on the Record Date.

(g)

( Reorganisation of Capital ) If at any time the issued capital of the Company is reconstructed, an A Class Performance Share may be treated in accordance with the ASX Listing Rules at the time of reorganisation.

(h)

( Application to ASX ) A Class Performance Shares will not be quoted on ASX. However, upon conversion of an A Class Performance Share, the Company must within seven (7) days after the conversion, apply for the official quotation of the Shares (in the form of Chess Depositary Interests or otherwise) arising from the conversion on ASX.

(i)

( No Other Rights ) An A Class Performance Share gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(j)

( Conflict with US Law ) In the event of any conflict between (x) these terms, or matters of law incorporated herein, and (y) any United States federal or state law or regulation, including United States securities laws, applicable to the Company, its affiliates, or a Holder, the laws of the United States shall prevail and these terms of the A Class Performance Share shall be deemed amended such that they comply with such United States laws.

Conversion of A Class Performance Shares

(a)

( Conversion ) If the Project is found to have a JORC Code compliant resource estimate of in excess of 18 million pounds but less than 20 million pounds of contained U ₃ 0 ₈ , all of the A Class Performance Shares on issue will automatically convert to a total of 233,146 Shares for each 1 million pounds of contained U ₃ 0 ₈ in that resource estimate ( Performance Hurdle ) in excess of 18 million pounds (such that each A Class Performance Share will convert to 0.0199403 Shares for each 1 million pounds of contained U ₃ 0 ₈ in that resource estimate in excess of 18 million pounds) (the calculation being illustrated in Schedule 6 Part B attached to the Scheme Agreement), with a fraction of a Share to which a Holder is entitled being rounded up or down to zero or 1 (whichever is nearer) and 0.5 being rounded up to one Share.

(b)

( Frequency of Conversion ) Conversion will be made on achievement of each of the Performance Hurdles (as per (a), above). The maximum number of Shares which have yet to be converted on an A Class Performance Share at any given time is that number of Performance Hurdles previously achieved for which Shares have been issued deducted from 5 and multiplied by 0.0199403.

TERMS AND CONDITIONS OF A CLASS PERFORMANCE SHARES
OF URANIUM RESOURCES, INC.

(c)

( Conversion Procedure ) Upon conversion of the A Class Performance Shares the Company will issue each Holder with a new holding statement for the relevant number of Shares.

(d)

( Ranking of ordinary shares ) The Shares into which the A Class Performance Shares convert will rank pari passu in all respects with existing Shares.

(e)

( Lapse ) If the A Class Performance Shares have not otherwise been converted to Shares by the date which is 5 years after the date of their original issue, those A Class Performance Shares held by each Holder will automatically be forfeited and may then be cancelled by resolution at a general meeting pursuant to section 258D of the Corporations Act or equivalent action under the laws of the State of Delaware.

In this Schedule 1, the following definitions apply:

Aldridge Options means an option to subscribe for an AUI Share that is on issue on the date of this agreement (details of all of such options being as set out in Schedule 9 of the Scheme Agreement).

AUI means Aldridge Uranium Ltd.

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

Company means Uranium Resources, Inc.

Earn-in Period has the meaning given to that term in the Scheme Agreement.

Joint Venture has the meaning given to that term in the Scheme Agreement.

Project has the meaning given to that term in the Scheme Agreement.

Scheme Agreement means the "Scheme of Arrangement Implementation and Farm-In Joint Venture Agreement" entered into by AWH Corporation Ltd. on or about 3 March 2010 pursuant to which AWH Corporation Ltd. may acquire up to a 75% shareholding in AUI.

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

Shareholder means a holder of a Share.