DEF 14A 1 a2192393zdef14a.htm DEF 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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


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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)

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URANIUM RESOURCES, INC.
405 STATE HIGHWAY 121 BYPASS
BUILDING A, SUITE 110
LEWISVILLE, TEXAS 75067
www.uraniumresources.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD June 3, 2009

To the Stockholders of URANIUM RESOURCES, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Uranium Resources, Inc., a Delaware corporation (the "Company"), will be held at the Embassy Suites—Outdoor World, 2401 Bass Pro Drive, Grapevine, Texas 76051 on June 3, 2009, at 9:00 a.m., local time, for the following purposes:

1. To elect five (5) directors of the Company to serve until the next annual meeting of stockholders and until their respective successors shall be elected and qualified;

2. To ratify the Company's 2004 Amended and Restated Directors Stock Option and Restricted Stock Plan;

3. To consider and vote upon a proposal to ratify the selection of Hein & Associates, LLP, independent accountants, as independent auditors for the Company for the fiscal year ending December 31, 2009; and

4. To transact such other business as may properly come before the Meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 8, 2009, are entitled to notice of and to vote at the Meeting or any adjournment thereof.

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 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. YOUR VOTE IS IMPORTANT.


		By Order of the Board of Directors
		/s/ THOMAS H. EHRLICH Thomas H. Ehrlich, Secretary

Lewisville, Texas
April 17, 2009

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2009
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 3, 2009

The Company's Proxy Statement for the 2009 Annual Meeting of Stockholders and the Annual Report for the year ended December 31, 2008 are available at http://urre.client.shareholder.com.

URANIUM RESOURCES, INC.
405 STATE HIGHWAY 121 BYPASS
BUILDING A, SUITE 110
LEWISVILLE, TEXAS 75067
www.uraniumresources.com

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 3, 2009

This Proxy Statement is furnished to stockholders of Uranium Resources, Inc., a Delaware corporation (the "Company"), in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders (the "Meeting") to be held at the Embassy Suites—Outdoor World, 2401 Bass Pro Drive, Grapevine, Texas 76051 on June 3, 2009, at 9:00 a.m., local time, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The approximate date on which this Proxy Statement and the enclosed Proxy will first be sent to stockholders is April 24, 2009.

ACTION TO BE TAKEN AT THE MEETING

Shares represented by a properly executed proxy, unless the stockholder otherwise instructs in the Proxy, will be voted (a) for the election of the five individuals named under the caption Election of Directors as directors of the Company; (b) for the ratification of the Company's Amended and Restated Directors' Stock Option and Restricted Stock Plan; (c) for the ratification of the selection of Hein & Associates, LLP, independent accountants, as independent auditors of the Company for the fiscal year ending December 31, 2009; and (d) at the discretion of the proxy holders on any other matter or business that may be properly presented at the Meeting or any adjournment thereof. Where a stockholder properly executes a proxy and gives instructions on how his shares are to be voted, the shares will be voted in accordance with those instructions.

A proxy may be revoked at any time by a stockholder before it is exercised by giving written notice to the Secretary of the Company, or by signing and delivering a proxy which is dated later, or, if the stockholder attends the Meeting in person, by either notice of revocation to the inspectors of election at the Meeting or by voting at the Meeting.

The only matters that management intends to present at the Meeting are the three matters referenced in subparagraphs (a), (b) and (c) above. If any other matter or business is properly presented at the Meeting, the proxy holders will vote upon it in accordance with their best judgment.

OUTSTANDING VOTING SECURITIES
REQUISITE VOTE

The record date for the Meeting is April 8, 2009. Only stockholders of record at the close of business on that date will be entitled to vote at the Meeting. At the close of business on that date, there were issued and outstanding 56,262,245 shares of the Company's Common Stock entitled to one vote per share. In the election of directors, cumulative voting is not allowed. One third of the outstanding Common Stock, present in person or by Proxy and entitled to vote, will constitute a quorum for the transaction of business at the Meeting.

Under Delaware law and the Company's Bylaws, if a quorum is present at the Meeting: (i) to be elected a director, each nominee must receive a plurality of the votes of the shares present in person or by Proxy at the Meeting and entitled to vote on the matter, and (ii) the affirmative vote of the majority

of shares present in person or by Proxy at the Meeting and entitled to vote on the matter is required to ratify the Amended and Restated Directors' Stock Option and Restricted Stock Plan, ratify the selection of Hein & Associates, LLP, as independent auditors of the Company for the fiscal year ending December 31, 2009, and approve any other matter submitted to a vote of stockholders at the Meeting.

In the election of directors, any action other than a vote for a nominee will have the practical effect of voting against the nominee. Abstention from voting on any matter presented at the Meeting will have the practical effect of voting against any such matter since it is one less vote for approval. Broker non-votes on any matter will not be considered "shares present" for voting purposes. "Broker non-votes" include shares for which a bank, broker or other nominee (i.e., record) holder has not received voting instructions from the beneficial owner and for which the nominee holder does not have discretionary power to vote on a particular matter. Under the rules that govern brokers who are record owners of shares that are held in brokerage accounts for the beneficial owners of the shares, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on routine matters but have no discretion to vote them on non-routine matters. The proposals to be voted upon at the annual meeting include only routine matters, the election of directors, the ratification of the Amended and Restated Directors' Stock Option and Restricted Stock Plan and the ratification of independent auditors.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, as of December 31, 2008, information regarding persons known by us to beneficially own more than 5% of the outstanding shares of our Common Stock. Shown separately in the second table below is information regarding the beneficial ownership of our Common Stock by (i) each director, (ii) each of the named executive officers, and (iii) all directors and named executive officers as a group.

Principal Stockholders

Name and Address of Beneficial Owner

Gilder, Gagnon, Howe & Co. LLC	4,085,906	(3)	7.3	%
1775 Broadway, 26^th Floor
New York, NY 10019
Zesiger Capital Group, LLC	7,696,309	(4)	13.7	%
320 Park Avenue, 30th Floor
New York, NY 10022

(1): Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power.
(2): The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(3): Includes 3,991,437 shares as to which Gilder, Gagnon, Howe & Co. LLC holds shared dispositive power and 94,469 shares as to which they hold sole voting power for shares that are owned by their investment advisory clients.
(4): Includes 7,696,309 shares as to which Zesiger Capital Group, LLC ("ZCG") holds sole dispositive power and 5,274,999 shares as to which it holds sole voting power for shares that are owned by its investment advisory clients. ZCG disclaims beneficial ownership of all of these shares.

Directors and Named Executive Officers

Name of Beneficial Owner

Paul K. Willmott	1,461,973	(3)	2.5	%
David N. Clark	991,869	(4)	1.7	%
Leland O. Erdahl	306,205	(6)	0.5	%
Terence J. Cryan	151,000	(7)	0.3	%
Marvin K. Kaiser	25,000		—	%
Richard A. Van Horn	615,594	(8)	1.0	%
Thomas H. Ehrlich	623,836	(9)	1.0	%
Mark S. Pelizza	531,028	(10)	0.9	%
All named executive officers and directors as a group	4,706,505		7.9	%

(1): Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power.
(2): The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(3): Includes 1,296,303 shares that may be obtained by Mr. Willmott through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days.
(4): Includes 837,500 shares that may be obtained by Mr. Clark through the exercise of stock options that are currently exercisable or will become exercisable within 60 days. Does not include 12,500 shares that may be obtained by Mr. Clark through the exercise of stock options exercisable more than 60 days from the date hereof.
(6): Includes 100,063 shares that may be obtained by Mr. Erdahl through the exercise of stock options and under deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 81,240 shares that may be obtained by Mr. Erdahl through the exercise of stock options exercisable more than 60 days from the date hereof.
(7): Includes 150,000 shares that may be obtained by Mr. Cryan through the exercise of stock options that are currently exercisable or will become exercisable within 60 days. Does not

include 100,000 shares that may be obtained by Mr. Cryan through the exercise of stock options exercisable more than 60 days from the date hereof.

(8): Includes 521,000 shares that may be obtained by Mr. Van Horn through the exercise of stock options and under deferred compensation plans that are currently exercisable or will become exercisable within 60 days.
(9): Includes 515,950 shares that may be obtained by Mr. Ehrlich through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days.
(10): Includes 408,100 shares that may be obtained by Mr. Pelizza through the exercise of stock options that are currently exercisable or will become exercisable within 60 days.

ELECTION OF DIRECTORS
(Proposal 1 on Proxy Card)

Under the Company's Bylaws and pursuant to a resolution of the Board of Directors, the Board of Directors has fixed the size of the Board at five. Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. The Company's Board of Directors is not divided into classes; therefore, five directors will be elected at the Meeting.

Unless authority is withheld, it is intended that the shares represented by a properly executed Proxy will be voted for the election of all of the nominees (Paul K. Willmott, Leland O. Erdahl, David N. Clark, Terence J. Cryan and Marvin K. Kaiser) as directors. The nominees are currently all the members of the Company's Board of Directors. If these nominees are unable to serve for any reason, such Proxy will be voted for such persons as shall be designated by the Board of Directors to replace such nominees. The Board of Directors has no reason to expect that these nominees will be unable to serve.

The following table sets forth certain information concerning the individuals nominated for election as directors of the Company:

Name	Age	Positions and Offices with the Company

Paul K. Willmott	69	Executive Chairman and Director
David N. Clark	54	President, Chief Executive Officer and Director
Leland O. Erdahl	80	Director
Terence J. Cryan	46	Director
Marvin K. Kaiser	67	Director

Paul K. Willmott has served as a director since August 1994, and on August 6, 2007, Mr. Willmott became Executive Chairman of the Board. Mr. Willmott previously served as President from February 1995 to October 2006 and from July 1995 to August 2007 as Chairman of the Board and Chief Executive Officer. Mr. Willmott served as our Chief Financial Officer from April 12, 1995 to September 25, 1995. Mr. Willmott retired from Union Carbide Corporation, or Union Carbide, where he was involved for 25 years in the finance and operation of Union Carbide's world-wide mining and metals business. Most recently, Mr. Willmott was President of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide, from 1987 to 1991, where he was responsible for Union Carbide's uranium and vanadium businesses. From January 1993 until February 1995, Mr. Willmott was engaged by the Concord Mining Unit as a senior vice president where he was primarily involved in the acquisition of UMETCO Minerals Corporation's uranium and vanadium operating assets. Mr. Willmott

graduated from Michigan Technological University with a Bachelor of Science degree in Mining in 1964 and a Bachelor of Science Degree in Engineering Administration in 1967. He has been an active member of the American Institute of Mining Engineers, the Canadian Institute of Mining Engineers and a number of state professional organizations.

David N. Clark has served as a director since June 2006 and as President and Chief Operating Officer from October 2006 to August 6, 2007. On August 6, 2007, Mr. Clark became President and Chief Executive Officer. Prior to April 2007, Mr. Clark was the principal owner of Ux Consulting Company LLC, or UxC. UxC publishes the Ux Weekly and the UxC Market Outlook Reports, which cover the complete nuclear fuel cycle including uranium, conversion and enrichment. Mr. Clark co-founded UxC in March 1994 as an affiliate of The Uranium Exchange Company, or Ux, a uranium brokerage and consulting company he founded in 1987. Mr. Clark has also held marketing positions with other entities in the nuclear fuel business. He began his career as a Field Geologist and Market Analyst for the uranium division of the Cleveland-Cliffs Iron Company. Mr. Clark holds a Bachelor of Science degree in Geology (1978) from the University of Akron.

Leland O. Erdahl has served as a director since July 11, 1994. Mr. Erdahl served with the U.S. Atomic Energy Commission (AEC) from 1957 to 1967 at the AEC's domestic uranium procurement division at Grand Junction, Colorado in several positions including Director of the Finance and Budget Division and at AEC headquarters in Germantown, Maryland, as Chief of the Audit Planning and Program Branch. Mr. Erdahl served as Manager of Finance and Administration for the uranium mining and milling division of United Nuclear Corporation in Santa Fe, New Mexico from 1967 to 1970. In 1970, Mr. Erdahl moved to Albuquerque, New Mexico, and joined Ranchers Exploration and Development Corporation, a public company involved in mining uranium and precious metals, where he served in several capacities including President and Chief Executive Officer until 1984 when the company was acquired by Hecla Mining Company. From 1986 to 1991, Mr. Erdahl served as President and Chief Executive Officer for Stolar, Inc., a high-tech company involved in the radio wave imaging of geologic media and underground wireless radio transmission for voice and data. He was president and CEO of Albuquerque Uranium Corporation from 1987 to 1991 and served as Vice President of Amax Gold in 1997 and 1998. From January 2001 to September 14, 2001, Mr. Erdahl served as President of Nord Pacific Limited, a mining company with gold and copper interests in Australia and Papau, New Guinea. Mr. Erdahl has served on the boards of several public mining companies and as a trustee for a mutual fund from 1984 to the present. He is a certified Public Accountant and a graduate of the College of Santa Fe.

Terence J. Cryan has served as director since October 2006. Mr. Cryan has over twenty 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 banking 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, Group Head and member of the Investment Banking Operating Committee at Paine Webber. Mr. Cryan joined Paine Webber following its acquisition of Kidder, Peabody in 1994. Mr. Cryan is an adjunct professor at the Metropolitan College of New York Graduate School of Business, has served as director of a number of international companies and is a frequent lecturer at finance and energy industry gatherings. Mr. Cryan holds a Master of Science degree in Economics from the London School of Economics and a B.A. from Tufts University.

Marvin K. Kaiser has served as a director since July 12, 2007. He is Chairman of the Audit Committee. 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 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. He is a Certified Public Accountant and is experienced in all aspects of corporate finance and management.

Arrangements Regarding Election of Directors

There are no arrangements regarding the election of directors.

Other Executive Officers

The executive officers serve at the discretion of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of the Stockholders. The officers hold office until their successors are appointed by the Board of Directors. All officers are employed on a full-time basis. There is no family relationship between any director and executive officer.

The following table sets forth certain information concerning executive officers that are not also directors:

Name	Age	Positions and Offices

Richard A. Van Horn	61	Executive Vice President—Operations and Chief Operating Officer
Thomas H. Ehrlich	49	Vice President, Chief Financial Officer, Secretary and Treasurer
Mark S. Pelizza	55	Senior Vice President—Health, Safety and Environmental Affairs

The following sets forth certain information concerning the business experience of the foregoing executive officers during the past five years.

Richard A. Van Horn joined us in March 1997 and assumed the position of Senior Vice President of Operations on April 1, 1997. On August 6, 2007, Mr. Van Horn became our Chief Operating Officer. Previously, he spent three years with Energy Fuels Nuclear, Inc. as General Manager—Colorado Plateau Operations with responsibility for the daily management of and planning for Energy Fuels Nuclear, Inc. mining activities on the Colorado Plateau. Before his work at Energy Fuels Nuclear, Inc., Mr. Van Horn spent eighteen years with Union Carbide Corporation where he was involved with the finance and operation of that company's worldwide mining and metals business. From 1990 to 1994, Mr. Van Horn was Director of Operations of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide Corporation, responsible for all operating aspects of UMETCO's uranium and vanadium business on the Colorado Plateau prior to its sale to Energy Fuels Nuclear, Inc. Mr. Van Horn graduated from the Colorado School of Mines with a Engineer of Mines degree in mining in 1973.

Thomas H. Ehrlich, a certified public accountant, rejoined us in September 1995 as Vice President and Chief Financial Officer and was appointed Secretary and Treasurer in December 1995. Immediately prior to that time, Mr. Ehrlich spent nine months as a Division Controller with Affiliated Computer Services, Inc., an information technology services provider in Dallas, Texas. Mr. Ehrlich originally joined us in November 1987 as Controller—Public Reporting and was promoted to Controller and Chief Accounting Officer in February 1990. In February 1993, Mr. Ehrlich assumed the additional duties of Vice President and Secretary. Before joining us, he spent four years with Deloitte Haskins & Sells and worked primarily with clients that were publicly held companies. Prior to his work at Deloitte Haskins & Sells, he spent three years in various accounting duties at Enserch Exploration, Inc., an oil and gas company in Dallas, Texas. Mr. Ehrlich received his B.S. B.A. degree in Accounting from Bryant College in 1981.

Mark S. Pelizza has served as our Environmental Manager since 1980, and as such, he has been responsible for all environmental regulatory activities. In February 1996, he was appointed Vice President—Health, Safety and Environmental Affairs. From November 1999 through December 2004, he was appointed President of Hydro Resources, Inc., a wholly owned subsidiary and was elected a Director of Hydro Resources, Inc. in November 1999. Before joining us, he was employed for two years by Union Carbide as an Environmental Planning Engineer at Union Carbide's Palangana solution mining plant in South Texas. Mr. Pelizza received a M.S. degree in Engineering Geology from Colorado School of Mines in 1978 and a B.S. degree in Geology from Fort Lewis College in 1974.

Amended Code of Ethics for Senior Financial Officers

In December 2006, we adopted an Amended Code of Ethics for Senior Financial Officers, including the Company's chief executive officer, chief financial officer, controller, treasurer, and chief internal auditor ("Amended Code of Ethics"). A copy of the Amended Code of Ethics can be found on the Company's Web site or a copy will be furnished without charge upon request to our Vice President and Chief Financial Officer at the Company's principal executive offices.

Board and Committees of the Board; Meetings

The Board of Directors held twelve meetings during the year ended December 31, 2008. Mr. Willmott, Mr. Erdahl, Mr. Clark, Mr. Cryan and Mr. Kaiser attended each meeting. The Company's officers have made a practice of keeping directors informed of corporate activities by personal meetings and telephone discussions. Director attendance at the Annual Meeting of Stockholders is encouraged by the Company. All of the directors attended the Company's Annual Meeting for 2008. The Board of Directors has determined that Mr. Erdahl, Mr. Cryan and Mr. Kaiser are independent directors under the requirements of the NASDAQ Global Market.

The Company has four standing committees of the Board of Directors—Audit Committee, Compensation Committee, Nominating Committee and Strategic Planning Committee. Leland O. Erdahl, Terence J. Cryan and Marvin K. Kaiser are currently members of the Audit, Compensation, Nominating and Strategic Planning Committees. Mr. Clark is a member of the Strategic Planning Committee.

During 2008, the Audit Committee held four meetings, the Compensation Committee held three meetings, the Nominating Committee held one meeting and the Strategic Planning Committee held no meetings. The Audit Committee also met in March 2009 with the Company's auditors to review the 2008 fiscal year audit.

The Company's Board of Directors has reviewed the qualifications of those serving on our Audit Committee and has determined that Mr. Marvin K. Kaiser is an audit committee financial expert. Mr. Kaiser serves as chairman of the Audit Committee and is independent of the management of the Company. Mr. Kaiser is a certified public accountant and has served on audit committees of other public companies as a member and, in several cases, as chairman. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which can be found on the Company's Web site.

The Company has a standing Nominating Committee and the activities of the Nominating Committee are governed by its charter, a copy of which can be found on the Company's Web site. The Board of Directors has determined that each member of the Nominating Committee is an independent director under the requirements of the NASDAQ Global Market. Mr. Leland O. Erdahl is Chairman of the Nominating Committee.

When considering potential candidates for election to the Company's Board of Directors, the Nominating Committee evaluates various criteria, including, but not limited to, each candidate's business and professional skills, experience serving as management or on the board of directors of companies similar to the Company, financial literacy, personal integrity and judgment. One or more directors must have requisite financial expertise to qualify as an "audit committee financial expert" as defined by Item 407 of Regulation S-K promulgated under the Securities Act of 1934.

The Nominating Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board from time to time. In the case of any candidate for a vacant Board seat, the Nominating Committee will consider whether such candidate meets the applicable independence standards and the level of the candidate's financial expertise. Any new candidates will be interviewed by the Nominating Committee, and the full Board will approve the final nomination.

The Nominating Committee does not have a policy with regard to the consideration of any director candidates recommended by stockholders. At this time such a policy is unnecessary given that the size of the Board is small and that each person who has been nominated to serve on the Company's Board of Directors is a current director standing for re-election.

The Company has a standing Compensation Committee and the activities of the Compensation Committee are governed by its charter, a copy of which can be found on the Company's Web site. The Board of Directors has determined that each member of the Compensation Committee is an independent director under the requirements of the NASDAQ Global Market. Mr. Cryan is Chairman of the Compensation Committee. The Compensation Committee discharges the Board of Director's responsibilities relating to compensation of the Company's directors and executives and is responsible for producing the annual report on executive compensation for inclusion in this Proxy Statement. The Compensation Committee also administers the Company's stock option plans for employees and directors. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that are appropriate for the Company in light of all relevant circumstances and which provide employee retention and performance incentives that further the Company's long-term strategic plan and are consistent with the overall goal of enhancing enduring stockholder value.

Additional duties of the Compensation Committee include reviewing and approving the corporate goals and objectives that may be relevant to the compensation of the Company's chief executive officer and chief operating officer and evaluating such officers' performance in light of the Company's goals. The Compensation Committee also reviews and approves the recommendations of the chief executive officer and chief operating officer with regard to all the other officers of the Company.

The Compensation Committee meets at least two times each year and more frequently as the Compensation Committee in its discretion deems desirable. The Compensation Committee is governed by the same rules regarding meetings, action without meetings, notice, waiver of notice and quorum and voting requirements as are applicable to the Board of Directors. Subject to the authority of the Board of Directors, the Compensation Committee has the authority to retain such outside consultants as it determines appropriate to carry out its duties. In addition, the Compensation Committee evaluates its performance on an annual basis and provides any written material with respect to such evaluation to the Board of Directors, including any recommendations for changes in procedures or policies governing the Compensation Committee.

The Strategic Planning Committee does not have a charter. Its function is to recommend the strategic direction of the Company. Mr. Clark is chairman of the Strategic Planning Committee.

Report of the Audit Committee.

The Audit Committee was established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and operates under a written charter adopted and approved by the Board. The Audit Committee approves and recommends to the Board the election, retention or termination of the independent registered public accounting firm ("auditors"); approves services to be rendered by the auditors and the related compensation; monitors the auditors' performance; reviews the results of the Company's audit; determines whether to recommend to the Board that the Company's audited financial statements be included in the Company's Annual Report; reviews the Company's systems of internal financial control and responds to other matters outlined in the Audit Committee Charter and reports to the Board thereon. Each Audit Committee member is "independent" as defined under the rules of the NASDAQ Global Market.

The 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, our Company's independent auditor for 2008, is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles and on management's assessment of the effectiveness of the Company's internal control over financial reporting. In addition, Hein & Associates LLP will express its own opinion on the effectiveness of the Company's internal control over financial reporting.

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, 2008, management's assessment of the effectiveness of the Company's internal control over financial reporting and Hein & Associates LLP's evaluation 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 Statement on Auditing Standards No. 61 (Communication with Audit Committees), as may be modified or supplemented. Hein & Associates LLP has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public 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 our Board of Directors that the audited financial statements for the year ended December 31, 2008 be included in our Annual Report on Form 10-K for 2008 and selected Hein & Associates LLP as the independent auditor for the Company for 2009. This report is provided by the following independent directors, who constitute the committee:

Marvin K. Kaiser (Chairman)
Leland O. Erdahl
Terence J. Cryan

Process for Stockholder Communications with the Board.

The Board has not adopted any policy regarding the communication by stockholders with the Board. Any stockholder desiring to communicate with one or more Board Members should contact Thomas H. Ehrlich, Vice President, Chief Financial Officer, Secretary and Treasurer of the Company at 972.219.3330 and he will arrange the communication.

Policy Regarding Transactions with Related Persons

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 expected 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 shall be 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. The Company did not have any of these transactions during 2008.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or was during the fiscal year ended December 31, 2008, an officer, former officer, or employee of the Company or any of its subsidiaries, or a person having a relationship requiring disclosure by the Company pursuant to Item 404 of Regulation S-K. During 2008, no executive officer of the Company served as a member of (i) the compensation committee of another entity of which one of the executive officers of such entity served on the Company's Compensation Committee or Board of Directors, or (ii) the board of directors of another entity of which one of the executive officers of such entity served on the Company's Compensation Committee.

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC and the Financial Industry Regulatory Authority, Inc. Officers, directors, and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) filings.

Directors and officers of the Company have filed all required Form 4's and Form 5's.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee of the Board of Directors oversees the Company's compensation programs, which are designed specifically for the Company's most senior executives officers, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and the other executive officers named in the Summary Compensation Table (collectively, the "named executive officers"). Additionally, the Compensation Committee is charged with the review and approval of all annual compensation decisions relating to named executive officers.

The Compensation Committee is composed entirely of independent, non-management members of the Board of Directors. 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 have any material business relationships with the Company.

The responsibilities of the Compensation Committee, as stated in its charter, include the following:

•: review and assess the adequacy of the Compensation Committee charter annually and submit any proposed changes to the Board of Directors for approval;
•: produce an annual report on executive compensation for inclusion in the Company's proxy statement relating to its annual meeting of stockholders;
•: review and make such recommendations to the Board of Directors as the Compensation Committee deems advisable with regard to all incentive-based compensation plans and equity-based plans;
•: review and approve the corporate goals and objectives that may be relevant to the compensation of the Company's chief executive officer and chief operating officer;
•: evaluate the chief executive officer's and chief operating officer's performance in light of the goals and objectives that were set and determine and approve the chief executive officer's and chief operating officer's compensation based on such evaluation; and
•: review and approve the recommendations of the chief executive officer and/or chief operating officer with regard to the compensation of all officers of the Company other than the chief executive officer and chief operating officer.

Objectives of Compensation Program

The primary objectives of our compensation program are to (i) design competitive total compensation and rewards programs to 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 named executive officers with those of stockholders, and (v) set compensation and incentive levels that reflect competitive market practices.

What Our Compensation Program is Designed to Reward

The Company's compensation program is designed to reward exceptional organizational and individual performance.

Elements of Company's Compensation Plan and Why We Chose Each (How It Relates to Objectives)

In furtherance of the Company's compensation objectives and to reward exceptional organization and individual performance, the Company's compensation program includes a base salary component, performance goals component (both financial and non-financial), stock incentive component, and retirement, health and welfare benefit component, each of which is reviewed by the Compensation Committee collectively in establishing the various forms and levels of the compensation program. The Company does not have an exact formula for allocating between cash and non-cash compensation.

(i) Base Salary

We establish base salaries for our executives based on the scope of their responsibilities, and take into account competitive market compensation paid by comparable uranium industry companies. For 2008, such peers included Denison Mines, Laramide Resources, Strathmore Minerals, Uranium One, Uranium Energy, Energy Metals, Cameco, and Palladin. Base salaries are adjusted annually, and from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

(ii) Performance Goals

Financial. The Compensation Committee believes that a significant portion of each` senior executive's compensation should be tied to the Company's performance measured against profitability and stockholder value creation. By doing so, named executive officers have the incentive of increasing Company profitability and stockholder return. The Company measures financial performance awards against certain (i) production targets, (ii) production cost targets, and (iii) budget targets. During periods when performance meets or exceeds these established financial objectives, named executive officers should be paid at or more than expected levels. When the Company's performance does not meet key financial objectives, named executive officers should be paid less than expected levels. Performance goals have changed from time to time and will continue to change as the conditions of the Company and the uranium market evolve.

Non-Financial. The Compensation Committee also believes that a significant portion of a senior executive's compensation should be tied to the Company's performance as a whole measured against the Company's performance in relation to its:

(a): performance goals:

(i) continued viability of the Company as a going concern through the low price cycle for uranium concentrate and, as conditions permit, the development of a strong balance sheet;

(ii) maximizing shareholder value;

(iii) development and implementation of strategy for market competitiveness in acquiring additional properties for uranium resources for future development and operation;

(iv) retention of existing uranium properties and resources for development and operation at a time when an economic cycle for uranium selling prices returns; and

(v) retention of a valuable cadre of personnel for future development and operation of uranium properties in the United States, and

(b): core values:

(i) safety,

(ii) community involvement,

(iii) environmental stewardship,

(iv) development of future leaders, and

(vi) adherence with a strict code of ethics.

During periods when performance meets or exceeds these established non-financial objectives, named executive officers should be paid at or more than expected levels. When the Company's performance does not meet or exceed these established non-financial objectives, named executive officers should be paid less than expected levels. Performance goals have changed from time to time and will continue to change as the conditions of the Company and the uranium market evolve.

(iii) Stock Incentive Compensation

An important objective of the long-term incentive program is to strengthen the relationship between the long-term value of our stock price and the potential financial gain for employees. The Company has three stock incentive plans for Employees, all of which were approved by the Company's stockholders.

The 1995 and 2004 Plans

Stock options provide employees with the opportunity to purchase our Common Stock at a price fixed on the grant date regardless of future market price. A stock option becomes valuable only if our Common Stock price increases above the option exercise price (at which point the option will be deemed "in-the-money") and the holder of the option remains employed during the period required for the option to "vest" thus, providing an incentive for an option holder to remain employed by the Company. In addition, stock options link a portion of an employee's compensation to stockholders' interests by providing an incentive to increase the market price of our stock. The exercise prices of all stock options granted to the named executive officers as of December 31, 2008 and additional information on these grants, including the number of shares subject to each grant, are shown in the Grant of Plan-Based Awards Table on page 18.

Awards from our stock incentive compensation plans are granted periodically. The exercise price for each stock option is the market value on the date of grant. The Compensation Committee may approve stock option awards to a new employee at the time he or she is hired if the Compensation Committee determines that he or she can substantially contribute to meeting the performance goals of the Company. It has been the Company's practice not to make any stock option awards to employees during a period when the Company is in possession of material non-public information.

Upon a Change of Control (as defined in each of the 1995 and 2004 Plans) of the Company, all stock options granted under the 1995 Plan and 2004 Plan will become exercisable in full. Also, in the event the number of outstanding shares of Common Stock is increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another Company, as a result of a stock split, stock dividend, combination or exchange of shares, merger or otherwise, each share subject to an unexercised option will be substituted for the number and kind of shares into which each share of outstanding Common Stock is to be changed or for which each such share is to be exchanged and the option price will be increased or decreased proportionately.

Option holders generally forfeit any unvested options if their employment with the Company terminates, except that upon, death or disability while employed with the Company then outstanding stock options may be exercised within the one year period ending on the anniversary of such death or permanent and total disability to the same extent that the option was exercisable on the date of death or disability.

Under the 1995 Stock Incentive Plan (the "1995 Plan"), up to 2,156,447 shares of the Company's Common Stock may be purchased upon the exercise of outstanding options granted under the 1995 Plan. At December 31, 2008, there were outstanding under the 1995 Plan options to purchase 2,156,447 shares of Common Stock at exercise prices ranging from $0.76 to $3.12`. No new options may be granted under the 1995 Plan.

Under the Company's 2004 Stock Incentive Plan (the "2004 Plan"), up to 1,750,000 shares of the Company's Common Stock may be purchased upon exercise of options granted under the 2004 Plan. At December 31, 2008, there were outstanding under the 2004 Plan options to purchase 1,540,814 shares of Common Stock at exercise prices ranging from $2.96 to $5.19 per share. At December 31, 2008, 74,645 shares of Common Stock were available for future grants under the 2004 Plan.

The 2007 Plan

The 2007 Restricted Stock Plan (the "2007 Plan"), provides eligible employees of the Company and its subsidiary corporations with the opportunity to increase their ownership interest in the Company through the receipt of restricted shares of the Company's Common Stock, from time to time subject to the terms and conditions of the 2007 Plan. A total of 70,000 shares of restricted stock were awarded in 2008 to non-officer employees of the Company. Additionally, 142,680 shares of restricted

stock were awarded in January 2009 and 164,016 shares of restricted stock were awarded in April 2009. Each of these grants in 2009 was made in connection with the Company's newly implemented cash reduction program pursuant to which each Executive Officer of the Company agreed to a 30% to 40% reduction in such officer's base salary for 2009. In exchange for this reduction in cash compensation, each Executive Officer has been or will be awarded on the first day of each calendar quarter that number of restricted shares equal to the aggregate amount of such Executive Officer's salary reduction for the prior quarter divided by the average price per share of the Company's Common Stock for the 10 trading days immediately prior to the first day of such quarter, subject to a minimum average share price of $0.51 per share. The shares of restricted stock issued under this program vest one year from the date of grant. The purpose of the cash reduction program for Executive Officers is to lower the Company's cash expenditures during this period of low uranium prices.

Grants may be made from time to time under the 2007 Plan to those managers and key employees of the Company or any subsidiary corporation, who are designated by the Committee in its sole and exclusive discretion. The Committee may make more than one restricted stock grant to the same grantee, and the provisions of restricted stock grants need not be the same with respect to each grantee.

Subject to certain limitations, up to one million, five hundred thousand (1,500,000) shares of Common Stock can be issued under the 2007 Plan. The number of shares of restricted stock which may be granted to any manager or key employee in any calendar year may not exceed five hundred thousand (500,000) shares. Shares of restricted stock may be granted either alone or in addition to any other compensation paid outside of the 2007 Plan.

Subject to the provisions of the 2007 Plan and the Restricted Stock Grant Agreement governing the restricted stock grant, during the restricted period set by the Committee (the "Restriction Period"), a grantee shall not be able to sell, transfer, pledge, anticipate or assign restricted stock. The Committee may condition any lapse of the Restricted Period upon the attainment of specified personal service and/or performance standards specified by the Committee at the time of grant, which standards may include, but not be limited to, the attainment of financial performance goals, the attainment or maintenance of specified prices for the Company's Common Stock, the attainment of a cumulative earnings per share or an indicated return on equity. In addition to the foregoing, the Committee may condition the vesting of restricted stock on such other factors as the Committee may determine and specify. Subject to the foregoing limitations, the Committee, in its sole discretion, may also specify that a Restricted Period may lapse in installments, or that the restrictions contained in a restricted stock grant are to be waived or accelerated in whole or in part based on the attainment of additional personal service or performance standards specified by the Committee.

Except as set forth in the 2007 Plan, a Grantee shall have, with respect to the shares of restricted stock, all of the rights of a stockholder of the Company, including the right to vote such stock and the right to receive any regular cash dividends paid out of current earnings with respect to such stock.

Upon termination of a grantee's employment with the Company or subsidiary corporation (as applicable) for any reason during the Restriction Period, all restricted stock then held by or in respect of such grantee will vest, or be forfeited (as applicable) in accordance with the terms and conditions of the 2007 Plan, subject to any subsequent determinations made by the Committee.

Upon the occurrence of a Change of Control (as defined in 2007 Plan), any and all restricted stock granted under the 2007 Plan shall immediately and fully vest (to the extent not theretofore vested), and all application restrictions thereon shall lapse and expire.

The Board of Directors of the Company may at any time amend, modify, suspend or terminate the 2007 Plan. In no event, however, without the approval of stockholders, shall any action of the Board of Directors result in:

(a) Materially amending, modifying or altering the eligibility requirements; or

(b) Materially increasing, except as set forth in the 2007 Plan, the maximum number of shares available to be granted as restricted stock, except to conform the 2007 Plan to changes in applicable law.

The 2007 Plan terminates on April 10, 2017 after which time no restricted stock may be granted thereunder. Any and all shares of unvested restricted stock outstanding at the time of termination of the 2007 Plan shall continue in full force and effect in accordance with their restrictions and subject to the terms and conditions of the 2007 Plan and any related Restricted Stock Grant Agreements.

(iv) Retirement, Health and Welfare Benefits

The Company offers a variety of health and welfare and retirement programs to all eligible employees. The named executive officers generally are eligible for the same benefit programs on the same basis as the rest of the broad-based employees. The Company's health and welfare programs include medical, dental and vision. In addition to the foregoing, the named executive officers are eligible to participate in the following programs:

Supplemental Health Care Plan. The Company has adopted a health care plan (the "Supplemental Plan") for the Company's named executive officers and certain of its other employees, which supplements the standard health care plan available to all eligible employees (the "Standard Plan"). The Supplemental Plan pays 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 provides to each participant $100,000 of accidental death and dismemberment insurance protection and a worldwide medical assistance benefit. Each participant in the Supplemental Plan will receive a maximum annual benefit of $100,000. The Company pays an annual premium under the Supplemental Plan equal to $250 per participant plus 10% of claims paid. In addition to other officers and employees, the named executive officers covered by the Supplemental Plan are Paul K. Willmott, Richard A. Van Horn, Mark S. Pelizza, Thomas H. Ehrlich and David N. Clark.

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, 2008, the Company contributed amounts equal to 50% 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.

Deferred Compensation Plans. The Company has four separate deferred compensation plans covering the years 1999 through 2004. Under these plans executive officers and directors of the Company and its subsidiaries were permitted to defer up to 100% of their 1999, 2000, 2001, 2002, 2003 and 2004 salary with payment thereof to be made on January 11, 2011. On or before that date, the participant may elect to receive the deferred amount in shares of the Company's Common Stock valued at a weighted average of $0.71 per share under the 1999 deferred compensation plan and $0.80 per

share under the 2000-2004 plans. As of December 31, 2008, a total of $697,028 has been deferred under such plans. In 2008, elections were made to convert $92,200 of deferred compensation into 115,250 shares of Common Stock under the plans for the years 2000 through 2004.

(v) Competitive Compensation Program

The Compensation Committee reviews the overall compensation of executives at peer companies to ensure that the compensation program is competitive. For 2008, such peers included Denison Mines, Laramide Resources, Strathmore Minerals, Uranium One, Uranium Energy, Energy Metals, Cameco, and Palladin. The Compensation Committee focused on such peers' salary levels, performance bonuses, long term incentive compensation, and any other relevant executive compensation to provide a basis for comparison. The Company believes that a competitive compensation program will enhance its ability to attract and retain senior executives.

How the Company Chose Amounts and/or Formulas for Each Element

The Compensation Committee reviews, on an annual basis, each compensation package for the named executive officers. The Company does not have an exact formula for allocating between cash and non-cash compensation. In each case, the Compensation Committee takes into account each named executive 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 named executive 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 the report of the Chief Executive Officer presented to the Compensation Committee, evaluating each of the other named executive officers, including a review of their contributions and performance over the past year, strengths, weaknesses, development plans and succession potential.

Upon review of each of the above named items and with particular emphasis on the overall market conditions of the uranium industry in 2008, no changes were made to any named executive officer's base salary for 2008.

No stock option awards were made during 2008 to any of the executive officers. Executive officers of the Company had received long term incentive stock option grants in prior years which were not yet fully vested and the Compensation Committee determined that there was not an additional need to issue additional incentive compensation awards.

Summary Compensation Table

The following table sets forth certain information with respect to compensation for services in all capacities for the years ended December 31, 2008, 2007 and 2006 paid to our Chief Executive Officer,

Chief Financial Officer and the three other most highly compensated executive officers who were serving as such as of December 31, 2008.

Name and Principal Position

David N. Clark(2)(6)(8)		2008	270,358	0	—	0	—	—	6,766	277,124
	President and Chief Executive	2007	252,474	0	—	0	—	—	2,826	255,300
	Officer	2006	58,154	0	—	2,579,500	—	—	40,892	2,678,546
Paul K Willmott(2)(3)(8)		2008	107,576	0	—	—	—	—	11,449	119,025
	Executive Chairman and Chief	2007	216,438	0	—	—	—	—	488,484	704,922
	Executive Officer	2006	238,021	0	—	—	—	—	14,608	252,629
Richard A. Van Horn(4)(8)		2008	247,191	0	—	—	—	—	88,568	335,759
	Senior Vice President—	2007	229,942	0	—	—	—	—	240,741	470,683
	Operations and Chief Operating	2006	191,173	0	—	—	—	—	248,982	440,155
	Officer
Mark S. Pelizza(5)(8)		2008	210,669	0	—	—	—	—	14,205	224,874
	Vice President—Health,	2007	210,671	0	—	—	—	—	471,488	682,159
	Safety and Environmental Affairs	2006	174,787	0	—	—	—	—	241,115	415,902
Thomas H. Ehrlich(6)(8)		2008	190,233	0	—	—	—	—	10,305	200,538
	Vice President and Chief	2007	169,240	0	—	—	—	—	464,193	633,433
	Financial Officer	2006	148,672	0	—	—	—	—	7,077	155,749

(1): Includes amounts paid for out-of-pocket medical and dental expenses under the Company's Supplemental Health Care Plan described above, 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, the value realized from the exercise of stock options and directors' fees.
(2): On August 6, 2007, Mr. Willmott became Executive Chairman of the Board of Directors and Mr. Clark became Chief Executive Officer.
(3): All Other Compensation for 2007 includes $475,822 for income related to the exercise of stock options as described below.
(4): All Other Compensation for 2008, 2007 and 2006 includes $72,587, $225,600 and $238,690, respectively for income related to the exercise of stock options as described below and $2,653, $2,971 and $856, respectively for gross ups to cover taxes related to annual lease value of Company vehicle.
(5): All Other Compensation for 2007 and 2006 includes $454,336 and $217,150, respectively, for income related to the exercise of stock options as described below.
(6): All Other Compensation for 2007 includes $456,328 for income related to the exercise of stock options as described below.
(7): All Other Compensation in 2006 includes $40,892 for directors' fees. The value of the Stock Option awards includes 800,000 options and 50,000 options using a fair market value of $2.91 and $5.03 per share, respectively. The fair market value per share is calculated as described in Footnote 9 Stock Based Compensation Plan of the Notes to Consolidated Financial Statements.
(8): See the Company's Form 10-K for the period ended December 31, 2008, Footnote 8—Shareholder's Equity of the Notes to Consolidated Financial Statements for discussion of stock option grants issued or issuable for deferred compensation and Footnote 9—Stock Based Compensation Plan of the Notes to Consolidated Financial Statements for discussion of valuation assumptions for stock option grants.

Grant of Plan Based Awards

There were no stock options or restricted stock awards granted to named executive officers in 2008.

Employment Agreements

We have standard agreements in place for our key employees that become effective in the event of a change in control. The Committee has made the determination that such agreements are necessary to retain key employees during the process leading to a possible change in control and insure that such employees can proceed to review the elements regarding the change in control in the best regard for shareholders without concern for continued salary payments if the change in control in fact does occur. The amount of the compensation payable to any particular employee is based on the compensation earned by such employee immediately prior to the change in control. Except for these agreements, we have no employment contracts with employees.

Outstanding Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2008 for the named executive officers. The table also shows unvested and unearned stock awards (both time-based awards and performance-contingent) assuming a market value of $0.77 a share (the closing market price of the Company's stock on December 31, 2008).

	Option Awards											Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		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 ($)
Paul K. Willmott		81,684			0		—		0.80		9/27/2010		—		—		—		—
		382,000			0		—		1.16		6/2/2014		—		—		—		—
		180,500			0		—		1.16		6/2/2014		—		—		—		—
Richard A. Van Horn		16,000			0		—		0.76		2/28/2011		—		—		—		—
		375,000			0		—		1.16		6/2/2014		—		—		—		—
Mark S. Pelizza		25,000			0		—		0.80		9/27/2010		—		—		—		—
		8,100			0		—		0.76		2/28/2011		—		—		—		—
		375,000			0		—		1.16		6/2/2014		—		—		—		—
Thomas H. Ehrlich		25,000			0		—		0.80		9/27/2010		—		—		—		—
		13,050			0		—		0.76		2/28/2011		—		—		—		—
		375,000			0		—		1.16		6/2/2014		—		—		—		—
David N. Clark		57,500			0		—		2.97		10/3/2016		—		—		—		—
		742,500			0		—		2.97		10/3/2016		—		—		—		—
		25,000	(1)		25,000		—		5.13		6/6/2016		—		—		—		—

(1): Remaining unexercisable options vest ratably at 06/06/2009 and 06/06/2010.

Option Exercises and Stock Vested

The following table sets forth certain information regarding options and restricted stock awards exercised and vested, respectively, during 2008 for the named executive officers.

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Richard A. Van Horn		50,000		72,587		—		—

Potential Payments Upon Termination or Change in Control

In June 1997, the Company entered into Compensation Agreements with each of Messrs. Willmott, Van Horn, Pelizza, Ehrlich and in February 2007, with Messrs. Clark and Bartels that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of thirty-six months for Mr. Willmott and twenty-four months for the other officers, following such change in control.

For purposes of the Compensation Agreements, a "change in control" means (a) the consummation of any transaction pursuant to which any "person" (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 51% or more of the combined voting power of the then outstanding securities of the Company; or (b) a change in the composition of a majority of the Board of Directors within twelve months after any person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the then outstanding securities of the Company.

Rights under the Compensation Agreement will be triggered in the event that, following a change in control, the executive's employment is terminated by (a) the Company without cause; or (b) by the executive if (i) the executive is assigned substantial duties or responsibilities that are materially inconsistent with the executive's position, duties, responsibilities or status during the twelve-month period immediately prior to the Change in Control; (ii) the executive's base compensation is reduced or the executive experiences in any year a reduction in the ratio of the executive's incentive compensation payment to the executive's base compensation in such year which is greater than the average reduction in the ratio of incentive compensation payments to base compensation in such year experienced by all of the Company's other salaried officers; or (iii) the executive is transferred to a location (other than Albuquerque, New Mexico) which is an unreasonable distance from the executive's current principal work location.

The Compensation Agreements provide that the base salary payments shall be made on a monthly basis for the duration of the term and incentive payments shall be paid annually until the obligation to make such payments expires. Assuming a change in control occurred on December 31, 2008, the total estimated compensation that would be paid in the aggregate under the Compensation Agreements to these six executive officers is $2.548 million.

Director Compensation

On June 2, 2004 the Company adopted the 2004 Amended and Restated Directors' Stock Option Plan (the "2004 Directors' Plan"). Under the 2004 Directors' Plan, each non-employee Director elected or appointed to the Board of Directors for the first time will be granted an option to purchase fifty thousand (50,000) shares of the Company's Common Stock and each Non-Employee Director will be granted an option to purchase fifty thousand (50,000) shares either (a) upon his or her re-election at an

annual meeting of the Company's stockholders, or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year.

Compensation for 2008 for the non-employee directors was earned at the rate of $4,000 per quarter plus $1,250 per meeting attended. The Chairman of the Audit Committee earns compensation at the rate of $1,250 per quarter and each non-employee director earns $600 for each meeting of the Audit Committee attended. The Chairman of the Strategic Planning Committee earns compensation at the rate of $1,250 per quarter and each non-employee director earns $600 for each meeting attended. Non-employee members of the Strategic Planning Committee are also compensated at a rate of $2,000 per day, and a pro rata portion thereof for less that a full eight hour day for non-meeting work performed by a Strategic Planning Committee member. Non-employee members of the Compensation and Nominating Committees earn $600 for each such meeting attended.

The following table summarizes all compensation earned by the Company's directors in the year ended December 31, 2008.

Name

Leland O. Erdahl(1)	35,200	—	200,500	—	—	—	235,700
Terence J. Cryan(1)(3)	59,250		200,500	—	—	—	259,750
Marvin K. Kaiser(1)	40,200		200,500				240,700

(1): See the Company's Form 10-K for the period ended December 31, 2008, Footnote 8—Shareholder's Equity of the Notes to Consolidated Financial Statements for discussion of stock option grants issued or issuable for deferred compensation and Footnote 9—Stock Based Compensation Plan of the Notes to Consolidated Financial Statements for discussion of valuation assumptions for stock option grants.
(2): Option Award represents the grant date fair value of equity awards granted during 2008.
(3): Includes $24,050 for services provided by Mr. Cryan to the Strategic Planning Committee in 2007.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2008 regarding equity compensation to the Company's employees, officers and directors under equity compensation plans.

Plan category		Weighted average exercise price

Equity compensation plans approved by security holders	4,427,611	$	2.74	605,895
Equity compensation plans not approved by security holders	735,984	$	0.80	—
Total	5,163,595	$	2.46	605,895

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon 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.

Compensation Committee:
Mr. Terence J. Cryan
Mr. Leland O. Erdahl
Mr. Marvin K. Kaiser

PROPOSAL TO RATIFY THE URANIUM RESOURCES, INC.
AMENDED AND RESTATED DIRECTORS' STOCK OPTION AND RESTRICTED STOCK PLAN
(Proposal 2 on Proxy Card)

On June 24, 2004, the Board of Directors adopted the Uranium Resources, Inc. 2004 Directors' Stock Option Plan (the "2004 Plan"). The 2004 Plan was approved by the Company's stockholders on June 30, 2005 at the Company's annual meeting of stockholders. The 2004 Plan was amended and restated by the Board of Directors on June 6, 2006 and April 10, 2007, which amendments and restatements were approved by the Company's stockholders on July 12, 2007. The 2004 Plan was further amended and restated on April 1, 2009 (the "Amended Plan"), which further amendment and restatement is being presented in this Proxy Statement for approval by the stockholders at the 2009 annual meeting. The full text of the Amended Plan is attached to this proxy statement as APPENDIX A.

Summary of the Plan

The Amended Plan is intended to provide those directors who are not employees of the Company with additional incentives to improve the Company's performance by increasing such directors' level of stock ownership, to reinforce such directors' role in enhancing stockholder value and to provide an additional means of attracting and retaining well-qualified individuals to serve as directors.

The Amended Plan will be administered by the Company's Compensation Committee, which will have complete powers respecting the Amended Plan, including, but not limited to, the authority to interpret the Amended Plan and to prescribe, amend and rescind rules and regulations relating to the Amended Plan.

The stock subject to grants under the Amended Plan will be authorized but unissued or reacquired shares of the Company's common stock. The aggregate number of shares that may be issued pursuant to options and restricted stock grants under the Amended Plan cannot exceed 1,250,000 shares of common stock, subject to adjustment pursuant to certain provisions of the Amended Plan.

Options will be granted automatically under the Amended Plan to non-employee directors as follows:

•: Each non-employee director on the date the Amended Plan was originally adopted will be granted an option to purchase 75,000 shares of common stock;
•: Each non-employee director elected or appointed to the Board of Directors for the first time will be granted an option to purchase 50,000 shares of common stock on the date of such election or appointment; and
•: Each non-employee director will be granted an option to purchase 50,000 shares of common stock either (a) upon his or her reelection at an annual meeting of the Company's stockholders

or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year.

In lieu of any of the automatic grants described above, the Compensation Committee may elect to grant non-employee directors restricted stock in accordance with the terms of the Amended Plan. Any grant of restricted stock made by the Compensation Committee in lieu of the automatic grant of options must be made prior to (i) an annual meeting of stockholders in any year, or (ii) prior to June 1 in any year in which an annual meeting of stockholders is not held. Unless otherwise determined by the Compensation Committee, options granted under the Amended Plan will not be transferable other than by will or the laws of descent and distribution or pursuant to certain domestic relations orders. Subject to the approval of the stockholders of the Amended Plan and their reelection at the 2009 Annual Meeting, each of the three non-employee directors has been granted 50,000 shares of restricted common stock of the Company in lieu of an option. The shares will vest ratably 25% per year. If the Amended Plan is not approved at the 2009 Annual Meeting, each non-employee director will receive a stock option grant in accordance with the terms of the 2004 Plan.

In the event a recipient of an option under the Amended Plan ceases to be an director of the Company or subsidiary corporation, for any reason other than death, or retirement from service under a Board-approved written policy for retiring non-employee directors, or termination of service as a result of permanent and total disability, any option held by such person that has not yet vested will, unless otherwise determined by the Compensation Committee, terminate on the thirtieth (30^th) day after the date of such termination. In the event a recipient of an option under the Amended Plan ceases to be a director because of death, or retirement from service under a Board-approved written policy for retiring non-employee directors, or termination of service as a result of permanent and total disability, then such option, unless otherwise determined by the Compensation Committee, will fully vest upon the date of such death, retirement or termination, and will be exercisable for a period of one year.

Restricted stock awards under the Amended Plan will be subject to restrictions on sale, transfer, pledge and assignment for a certain period of time following grant as determined by the Compensation Committee in accordance with the Amended Plan. The Compensation Committee may condition any lapse of the period of restriction upon the attainment of standards specified by the Compensation Committee at the time of grant. A recipient of restricted stock under the Amended Plan will have, with respect to the shares of restricted stock granted, all of the rights of a stockholder of the Company, including the right to vote such restricted stock and the right to receive any regular cash dividends declared and paid out of current earnings in respect of such restricted stock.

If at any time during the period of restriction a recipient of restricted stock ceases to be a director of the Company or subsidiary corporation, for any reason other than death, or retirement from service under a Board-approved written policy for retiring non-employee directors, or termination of service as a result of permanent and total disability, any restricted stock held in respect of such person that has not yet vested will, unless otherwise determined by the Compensation Committee, be forfeited as of the effective date of such death, retirement or termination. If a recipient of restricted stock ceases to be a director because of death, or retirement from service under a Board-approved written policy for retiring non-employee directors, or termination of service as a result of permanent and total disability, then such person's restricted stock will fully vest upon the date of such death, retirement or termination, and all applicable restrictions thereon will lapse and expire.

Upon the occurrence of a change of control of the Company (as defined below), any and all options and restricted stock granted under the Amended Plan will immediately and fully vest and all restrictions thereon will lapse and expire. For purposes of the Amended Plan, a "change of control" will have occurred if: (i) a tender offer is made and consummated for the ownership of 25% or more of the outstanding voting securities of the Company; or (ii) the Company is merged or consolidated

with another corporation and, as a result of such merger or consolidation, less than 75% of the outstanding voting securities of the surviving or resulting corporation are owned in the aggregate by the stockholders of the Company immediately prior to such merger or consolidation; or (iii) the Company sells substantially all of its assets to another corporation that is not a wholly-owned subsidiary; or (iv) a person acquires, other than by reason of inheritance, fifty-one percent (51%) or more of the outstanding voting securities of the Company.

An option holder will not recognize any taxable income at the time he or she is granted a nonqualified stock option provided the option exercise price is not less than the then fair market value of the common stock underlying such option on the date of grant. However, upon its exercise, the option holder will recognize ordinary income for U.S. federal tax purposes measured by the excess of the then fair market value of the shares received over the exercise price. The income realized by the option holder will be subject to income and other withholding taxes. The option holder's basis for determination of gain or loss upon the subsequent disposition of shares acquired upon the exercise of a nonqualified stock option will be the amount paid for such shares plus any ordinary income recognized as a result of the exercise of such option. Upon disposition of any shares acquired pursuant to the exercise of a nonqualified stock option, the difference between the sale price and the option holder's basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year at their disposition.

In general, there will be no U.S. federal income tax deduction allowed to the Company upon the grant or termination of a nonqualified stock option or a sale or disposition of the shares acquired upon the exercise of a nonqualified stock option. However, upon the exercise of a nonqualified stock option, the Company will be entitled to a deduction for U.S. federal income tax purposes equal to the amount of ordinary income that an option holder is required to recognize as a result of the exercise, provided the Company has satisfied applicable reporting and withholding requirements and that the deduction is not otherwise disallowed under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The term of the Amended Plan is ten (10) years from the date the 2004 Plan was originally adopted by the Board.

PROPOSAL TO RATIFY THE SELECTION
OF HEIN & ASSOCIATES, LLP AS AUDITORS
(Proposal 3 on Proxy Card)

The Board of Directors voted to engage Hein & Associates, LLP as independent accountants to audit the accounts and financial statements of the Company for the fiscal year ending December 31, 2009, and directed that such engagement be submitted to the stockholders of the Company for ratification. In recommending ratification by the stockholders of such engagement, 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. Although ratification by stockholders of the engagement of Hein & Associates, LLP is not required by Delaware corporate law or the Company's Restated Certificate of Incorporation or Bylaws, management feels a decision of this nature should be made with the consideration of the Company's stockholders. If stockholder approval is not received, management will reconsider the engagement.

It is expected that one or more representatives of Hein & Associates, LLP will be present at the Meeting and will be given the opportunity to make a statement if they so desire. It also is expected that the representatives will be available to respond to appropriate questions from the stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee approved the engagement of Hein & Associates, LLP as the Company's independent auditors for the year ended December 31, 2008.

Audit Fees.

The Company was billed for audit fees and services by Hein & Associates, LLP the Company's principal independent accountants, during the years ended December 31, 2008 and 2007 of $197,800 and $157,906, respectively. Audit fees include fees for the audits of the Company's consolidated financial statements and fees in connection with internal controls testing and evaluation under Sarbanes-Oxley requirements.

Audit Related Fees.

The Company was billed audit related fees of $39,725 in 2008 and $77,612 in 2007. Audit related fees include fees for the review of registration statements and issuance of consent letters in 2008 and 2007.

Tax Fees.

The Company was billed tax fees in 2008 and 2007 of zero and $500, respectively for tax research.

All Other Fees.

None.

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 do no impair the auditor's independence. All of the foregoing services were pre-approved by the Audit Committee.

BOARD OF DIRECTORS' RECOMMENDATIONS

The Board of Directors unanimously recommends a vote (i) FOR the election as director of each of the nominees named in the proxy, (ii) FOR the ratification of the Amended and Restated Directors' Stock Option and Restricted Stock Plan, and (iii) FOR the ratification of the appointment of Hein & Associates, LLP as independent auditors.

COST AND METHOD OF PROXY SOLICITATION

The accompanying Proxy is being solicited on behalf of the Board of Directors of the Company. All expenses for soliciting Proxies, including the expense of preparing, printing and mailing the form of Proxy and the material used in the solicitation thereof, will be borne by the Company. In addition to the use of the mails, Proxies may be solicited by personal interview, telephone and facsimile by directors and regular officers and employees of the Company. Such persons will receive no additional compensation for such services. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and the Company may reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.

ANNUAL REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS

You are referred to the Company's annual report, including consolidated financial statements, for the year ended December 31, 2008, enclosed herewith for your information. The annual report is not incorporated in this Proxy Statement and is not to be considered part of the soliciting material. The annual report includes all the information contained in the Company's Form 10-K. A separate copy of the Company's Form 10-K will not be furnished.

DEADLINE FOR RECEIPT OF STOCKHOLDER
PROPOSALS FOR 2010 ANNUAL MEETING

Any proposals that stockholders of the Company desire to have presented at the 2010 Annual Meeting of Stockholders must be received by the Company at its principal executive offices no later than December 31, 2009.

MISCELLANEOUS

The Board of Directors is not aware of any matter, other than the matters described above, to be presented for action at the Meeting. However, if any other business properly comes before the Meeting, the person or persons named in the enclosed form of proxy will vote the proxy in accordance with his or their best judgment on such matters.

LEWISVILLE, TEXAS

April 17, 2009

Exhibit A

URANIUM RESOURCES, INC.

AMENDED AND RESTATED

2004 DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN

Effective April [ • ], 2009

1. Purpose. The Uranium Resources, Inc. 2004 Directors Stock Option and Restricted Stock Plan (the "Plan") is intended to provide those directors who are not employees of Uranium Resources, Inc., a Delaware corporation (the "Company"), with additional incentives to improve the Company's performance by increasing the level of stock ownership by such directors, to reinforce such directors' role in enhancing stockholder value and to provide an additional means of attracting and retaining well-qualified individuals to serve as directors.

2. Administration. The Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company. Subject to the provisions of the Plan, the Committee shall have complete powers respecting the Plan, including but not limited to authority to interpret the Plan and to prescribe, amend and rescind rules and regulations relating to the Plan. All questions of interpretation and application of the Plan, or pertaining to any Option or shares of Restricted Stock granted hereunder, shall be final and binding upon all parties.

Subject to the terms and conditions of the Plan, the Committee shall be authorized and empowered:

(a) To determine the time or times when shares of Restricted Stock or Options will be granted, and the number of shares to be covered by any grant;

(c) To prescribe the terms and conditions of any grants made under the Plan, and the forms and agreements used in connection with such grants;

(d) To determine the time or times when Options or Restricted Stock will vest and determine the legends or markings to be placed upon stock certificates representing any such shares to reflect such standards and restrictions;

(e) To determine the time or times during which Options and Restricted Stock grants may be terminated in whole or in part, or when any such grants may be otherwise subject to forfeiture; and

(f) To establish any other Option or Restricted Stock agreement provisions not inconsistent with the terms and conditions of the Plan.

3. Eligibility. Options and shares of Restricted Stock shall be granted hereunder only to directors of the Company who are not employees of the Company or any of its subsidiaries (the "Non-Employee Directors").

4. Stock. The stock subject to the Options and Restricted Stock grants shall be authorized but unissued or reacquired shares of the Company's common stock, $.001 par value per share (the "Common Stock"). The aggregate number of shares that may be issued pursuant to Options and Restricted Stock granted under the Plan shall not exceed One Million Two Hundred Fifty Thousand (1,250,000) shares of Common Stock, subject to adjustment pursuant to Section 12 hereof. If any outstanding Option or grant of Restricted Stock under the Plan for any reason expires or is terminated, the shares of Common Stock allocable to the unexercised portion of such Option or unvested portion of the Restricted Stock grant may again be subject to an Option or grant of Restricted Stock under the Plan.

5. Granting of Options. Options may be granted under the Plan to Non-Employee Directors by the Committee at its discretion at any time and in any amounts and, unless the Committee makes a grant of Restricted Stock under Section 7 of this Plan in lieu of the automatic grants specified in

subsections 5.2 or 5.3, shall be granted under the Plan automatically and without further action by the Committee as follows:

5.1 Each Non-Employee Director on the date the Plan was originally adopted shall be granted an Option to purchase seventy-five thousand (75,000) shares;

5.2 Each Non-Employee Director elected or appointed to the Board for the first time shall be granted an Option to purchase fifty thousand (50,000) shares on the date of such election or appointment; and

5.3 Each Non-Employee Director shall be granted an Option to purchase fifty thousand (50,000) shares either (a) upon his or her reelection at an annual meeting of the Company's stockholders or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year.

Any grant of Restricted Stock made by the Committee in lieu of the automatic grant of Options under subparagraphs 5.2 and 5.3 shall be made prior to (i) an annual meeting of stockholders in any year or (ii) prior to June 1 in any year in which an annual meeting of stockholders is not held.

6. Terms and Conditions of Options. Each Option granted pursuant to the Plan shall be evidenced by a stock option agreement (the "Stock Option Agreement"), in such form and containing such terms and conditions as the Committee from time to time may determine; provided, that each such Stock Option Agreement shall:

6.1 State the number of shares of Common Stock, determined in accordance with Section 5, to which the Option pertains;

6.2 Provide the Option price per share shall be equal to the fair market value of the shares of Common Stock on the date of the granting of the Option. For purposes of this Section 6.2, the "fair market value" of a share of Common Stock shall mean:

6.2.1 If the Common Stock is reported on any officially recognized U.S. exchange or over the counter market on that date, as follows (a) either the closing price of a share of Common Stock on that date as reported on such exchange or over the counter market, or (b) where last sale trade reporting on the Common Stock is not available, the average of the highest and lowest prices of a share of Common Stock sold on that date, as reported on such exchange or over the counter market; or

6.2.2 If no shares of Common Stock were traded on any officially recognized U.S. exchange or over the counter market on that date or if, in the discretion of the Board, another means of determining the fair market value of a share of Common Stock at such date shall be necessary in order to comply with or conform to the requirements of any applicable law, governmental regulation or ruling of the Internal Revenue Service or the Securities and Exchange Commission (including, without limitation, the methods sanctioned in Income Tax Reg. §1.409A-1(b)(5)(iv)), the Committee may provide for another means for determining fair market value;

6.3 Provide that except as otherwise provided by the Committee, the Option is not transferable by the Optionee other than by will or the laws of descent and distribution or pursuant to a domestic relations order that satisfies the requirements specified for "qualified domestic relations orders" under either the Internal Revenue Code of 1986, as amended or Title I of the Employee Retirement Income Security Act and related rules, and (absent such a transfer) is exercisable during the Optionee's lifetime only by the Optionee or the Optionee's attorney-in-fact. The Committee may in a specific Option agreement provide that the Optionee may transfer an Option by gift to a "family member" as defined by the Committee and such family member may exercise the Option.

6.4 State the terms upon which the Option shall be exercisable; provided that:

6.4.1 The Option shall not be exercisable after the expiration of ten (10) years from the date the Option is granted; and

6.4.2 Subject to Section 12 hereof, the Option shall be exercisable only to the extent of shares that have vested in accordance with the following schedule unless a different vesting schedule is determined by the Committee:

ANNIVERSARY OF DATE OF GRANT		CUMULATIVE SHARES THAT ARE VESTED ON SUCH ANNIVERSARY

First		25%
Second		50%
Third		75%
Fourth		100% (rounded up to the nearest whole share)

6.5 Provide that if an Optionee ceases to be an director of the Company or subsidiary corporation (as applicable), for any reason other than death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, any Option held by such Optionee which has not yet vested shall, unless otherwise determined by the Committee on or before the date of such Optionee's termination of service, terminate unless exercised on or before the thirtieth (30^th) day after the date of such termination. Neither the Optionee nor any other person shall have any right after such date to any part of any Option so terminated.

6.6 Provide that if an Optionee ceases to be a director because of death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, then such Option (i) unless otherwise determined by the Committee on or before the date of such death, retirement or termination, shall fully vest (to the extent not already vested), upon the date of such death, retirement or termination and (b) shall be exercisable for a period of one year by the Optionee or by the Optionee's heirs or legal representatives (as applicable).

6.7 Except where considered a prohibited modification or extension of a stock right under Income Tax Reg. §1.409A-1(b)(5)(v), all outstanding Options under this Plan on the date of approval of the Plan by the stockholders of the Company automatically and without further action by the Company or the Optionee shall be deemed to have been amended to incorporate the provisions of Sections 6.5 and 6.6.

6.8 Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Option is to be exercised and the address to which the certificates representing the shares of Common Stock issuable upon the exercise of such Option shall be mailed. In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by full payment of the purchase price by certified check payable to the Company. As promptly as practicable after the receipt by the Company of the foregoing, the Company shall cause to be delivered to such Optionee certificates representing the number of shares of Common Stock with respect to which such Option has been so exercised.

6.9 The Company shall not be required to sell or issue any shares of Common Stock under any Option if the issuance of such shares shall constitute a violation by the Optionee or the Company of any provision of any applicable statute or regulation of any governmental authority.

6.10 No Optionee shall have rights as a stockholder with respect to shares covered by his Option until the date of issuance of stock certificate for such shares; and no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of issuance of such certificate.

7. Restricted Stock Provisions.

7.1 The prospective recipient of a Restricted Stock grant shall not have any rights with respect to such grant unless and until such recipient has entered into a written agreement (the "Restricted Stock Grant Agreement") with the Company evidencing such grant, has delivered a fully executed copy thereof to the Company and has otherwise complied with the applicable terms and conditions of such grant.

7.2 To be enforceable, a grant of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) following the grant date. Acceptance shall be evidenced by executing a Restricted Stock Grant Agreement. Upon acceptance of a grant of Restricted Stock, a Grantee shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Grantee and shall bear an appropriate legend identifying the terms, conditions and restrictions applicable to such grant.

7.3 The Committee shall require that: (i) the stock certificates transferred to a Grantee in evidence of the shares of Restricted Stock thereupon held by him be retransferred to, and be held in the custody of, the Company or its designee until the restrictions thereon shall have lapsed, and (ii) as a condition of any Restricted Stock grant, the Grantee shall have delivered a stock power, endorsed in blank, relating to the Restricted Stock covered by such grant.

7.4 Subject to the provisions of the Plan and the Restricted Stock Grant Agreement, during the period set by the Committee commencing with the date of such grant and the date or circumstances under which all restrictions lapse (the "Restriction Period"), a Grantee shall not be able to sell, transfer, pledge, anticipate or assign Restricted Stock. The Committee shall condition any lapse of the Restricted Period upon the attainment of standards specified by the Committee at the time of grant. The Committee, in its sole discretion, may specify that a Restricted Period may lapse in installments, or that the restrictions contained in a Restricted Stock grant are to be waived or accelerated in whole or in part based on the attainment of standards specified by the Committee. Unless otherwise specified by the Committee the Restricted Period shall lapse in installments of 25% per year as follows:

ANNIVERSARY OF DATE OF GRANT		PORTION OF SHARES (CUMULATIVE) AS TO WHICH THE RESTRICTED PERIOD SHALL LAPSE (rounded up to the nearest whole share)

First		25%
Second		50%
Third		75%
Fourth		100%

7.5 Except as provided in Sections 7.3 and 7.4 of this Plan, a Grantee shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote such Stock and the right to receive any regular cash dividends declared and paid out of current earnings in respect of such Stock. The Committee, in its sole discretion, as determined at the time of grant, may permit or require any cash dividends declared and paid in respect of Restricted Stock to be reinvested in additional Restricted Stock, to the extent shares are available under the Plan. Stock dividends, splits and property distributions issued with respect to Restricted Stock shall be treated as additional shares of Restricted Stock that are subject to the

same restrictions and other terms and conditions that apply to the Restricted Stock with respect to which such dividends are declared and paid, and the Committee may require a Grantee to deliver additional stock powers covering any Restricted Stock issuable pursuant to such stock dividend, split or property distribution. Any other dividends paid or property distributed in respect of Restricted Stock, other than regular dividends declared and paid out of current earnings, shall be held by the Company subject to the same restrictions imposed upon the Restricted Stock to which such dividends and/or property relates.

7.6 (a) If a Grantee ceases to be an director of the Company or subsidiary corporation (as applicable), for any reason other than death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, any Restricted Stock held in respect of such Grantee which has not yet vested shall, unless otherwise determined by the Committee on or before the date of such Grantee's death, retirement or termination, be forfeited as of the effective date of such death, retirement or termination. Neither the Grantee nor any other person shall have any right after such date to any part of any Restricted Stock so forfeited.

(b) If a Grantee's ceases to be a director because of death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, then such Grantee's Restricted Stock shall fully vest (to the extent not already vested) upon the date of such death, retirement or termination, and all applicable restrictions thereon shall lapse and expire. In the case of death, any Restricted Stock held by the Company or its designee shall be transferred and released to such Grantee's estate, or the person designated by such Grantee by will or in accordance with relevant state law.

7.7 If and when the Restriction Period applicable to Restricted Stock expires without a prior forfeiture of such Stock, custody of such Stock shall be released to the Grantee by the Company (or its designee), together with any other property held by the Company with respect to such Stock, and an appropriate stock certificate shall be promptly delivered to the Grantee evidencing unrestricted ownership of such Stock.

8. Change of Control.

8.1 Upon the occurrence of a Change of Control (as defined in this Section), notwithstanding any other Plan provision or any agreement to the contrary, any and all Options and Restricted Stock granted under the Plan shall immediately and fully vest (to the extent not theretofore vested), and all restrictions thereon shall lapse and expire.

8.2 For purposes of the Plan, a Change of Control shall be deemed to have occurred if: (i) a tender offer shall be made and consummated for the ownership of 25% or more of the outstanding voting securities of the Company; or (ii) the Company shall be merged or consolidated with another corporation and, as a result of such merger or consolidation, less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former stockholders of the Company as the same shall have existed immediately prior to such merger or consolidation; or (iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Exchange Act, shall acquire, other than by reason of inheritance, fifty-one percent (51%) or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). In making any such determination, transfers made by a person to an affiliate of such person (as determined by the Board), whether by gift, devise or otherwise, shall not be taken into account. For purposes of the Plan, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on

the date hereof pursuant to the Exchange Act. Notwithstanding the provisions of the foregoing subparagraph (iv) of this Section 8.2, the term "person," as used in such subparagraph, shall not include any holder who was the beneficial owner of more than ten percent (10%) of the voting securities of the Company on the date the Plan was adopted by the Board.

9. Investment Representation, Approvals and Listing.

9.1 The Committee may, if it deems appropriate, condition any grant of Restricted Stock or issuance of shares upon exercise of an Option upon receipt of the following investment representation from the Grantee:

"I agree that the Common Stock of Uranium Resources, Inc. that I acquire shall be acquired for investment purposes only and not with a view to distribution or resale, and may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of by me unless (i) a registration statement or post-effective amendment to a registration statement under the Securities Act of 1933, as amended, with respect to said shares of Common Stock has become effective so as to permit the sale or other disposition of said shares by me; or (ii) there is presented to Uranium Resources, Inc., an opinion of counsel satisfactory to Uranium Resources, Inc., to the effect that the sale or other proposed disposition of said shares of Common Stock by me may lawfully be made otherwise than pursuant to an effective registration statement or post-effective amendment to a registration statement relating to the said shares under the Securities Act of 1933, as amended."

9.2 The Company shall not be required to issue any certificate or certificates representing shares of Common Stock under the Plan prior to (i) the obtaining of any approval from any governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; (ii) the admission of such Stock to listing on any national securities exchange on which the Common Stock may be listed; (iii) the completion of any registration requirements or other qualifications imposed on the Common Stock by any state or federal law or ruling or regulations of any governmental body which the Committee shall, in its sole discretion, determine to be necessary or advisable or the determination by the Committee, in its sole discretion, that any registration or other qualification of the Common Stock is not necessary or advisable; and (iv) the obtaining of an investment representation from the Grantee in the form stated above or in such other form as the Committee, in its sole discretion, shall determine to be adequate.

10. General Provisions.

10.1 The form and substance of Restricted Stock Grant Agreements and Stock Option Agreements made hereunder need not be identical. Nothing in the Plan or in any such agreement shall confer upon any Non-Employee Director any right to continue in service as a director of the Company or of any subsidiary corporation, to be entitled to any remuneration or benefits not set forth in the Plan or any Restricted Stock Grant Agreement or Stock Option Agreement, or to interfere with or limit the right of the Company or any subsidiary corporation to terminate such Non-Employee Director's services at any time, with or without cause.

10.2 The Plan may be assumed by the successors and assigns of the Company. The liability of the Company under the Plan is limited to the obligations set forth herein, and no term or provision of the Plan shall be construed to impose any liability on the Company in favor of any Non-Employee Director with respect to any loss, cost or expense which such Director may incur in connection with or arising out of any grant or agreement made in connection with the Plan. All expenses arising from or associated with administering the Plan shall be borne by the Company. The captions and section numbers appearing in the Plan are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of the provisions of the Plan.

11. Term of Plan. Options and shares of Restricted Stock shall be granted hereunder within a period of ten (10) years from the date the Plan was originally adopted by the Board.

12. Effect on Options and Restricted Stock of Changes in the Company's Capital Structure.

12.1 If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, a payment of stock dividend, or other increase or reduction of the number of shares of Common Stock outstanding (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options hereunder shall be appropriately adjusted in such a manner as to entitle an Optionee to receive upon exercise of an Option, for the same aggregate consideration, the same total number and class of shares as he would have received had he exercised his Option in full immediately prior to the event requiring the adjustment; and (ii) the number and class of shares then reserved for issuance under the Plan shall be adjusted by substituting for the total number and class of shares of Common Stock then reserved that number and class of shares that would have been received by the owner of an equal number of outstanding shares of Common Stock as the result of the event requiring the adjustment.

12.2 If the Company is merged into or consolidated with another corporation under circumstance where the Company is not the surviving corporation, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while unexercised Options remain outstanding under the Plan or unvested shares of Restricted Stock are outstanding under the Plan, (i) subject to the provisions of clause (iii) below, after the effective date of such merger, consolidation or sale, as the case may be, each holder of an outstanding Option shall be entitled, upon exercise of such Option, to receive, in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of Common Stock receive pursuant to the terms of the merger, consolidation or sale; (ii) the Board may waive any limitations set forth in or imposed pursuant to Sections 6.4.2 and 7 hereof so that all Options and shares of Restricted Stock, from and after a date prior to the effective date of such merger, consolidation, liquidation or sale, as the case may be, specified by the Board, shall be fully vested; and (iii) all outstanding Options may be canceled by the Board as of the effective date of any such merger, consolidation, liquidation or sale provided that (x) notice of such cancellation shall be given to each holder of an Option and (y) each holder of an Option shall have the right to exercise such Option in full (without regard to any limitations set forth in or imposed pursuant to Section 6.4.2 hereof) during a 30-day period preceding the effective date of such merger, consolidation, liquidation or sale.

Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash, property, or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares of other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or shares of Restricted Stock.

13. Modification, Termination or Amendment of the Plan. The Board may, insofar as permitted by law, from time to time, with respect to any shares of Common Stock at the time not subject to Options, suspend or discontinue the Plan in any respect whatsoever. Unless otherwise required by applicable law or rules of any stock exchange on which the shares of Common Stock are listed or approved for trading, the Board may at any time amend the Plan as it shall deem advisable without any action on the part of the stockholders of the Company. Any and all shares of unvested Restricted Stock outstanding at the time of termination of the Plan shall continue in full force and effect in accordance with their restrictions and subject to the terms and conditions of this Plan and any related Restricted Stock Grant Agreements.

14. Modification, Extension and Renewal of Options. Within the limitations of the Plan, and otherwise subject only to the limitations and restrictions imposed under Income Tax Reg. §1.409A-1(b)(5)(iv), the Committee may modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options in exchange for the granting of new Options in substitution therefor. Notwithstanding the foregoing, no otherwise-permitted modification of an Option shall, without the consent of the Optionee, alter or impair his rights or obligations under such Option.

15. Effective Date. The Plan shall become effective upon its adoption by the Board of Directors, subject to approval by the stockholders of the Company. If the Plan is so approved, no further approval shall be required with respect to the administration of grants made pursuant to the Plan.

16. Date of Adoption. The Plan is adopted on June 2, 2004, was amended and restated June 6, 2006, is further and amended and restated effective April 10, 2007 and approved by the stockholders on , 2007 and is further and amended and restated effective April , 2009 and approved by the stockholders on , 2009.

IN WITNESS WHEREOF, this Plan is executed this day of April 2009.


		URANIUM RESOURCES, INC.
		By:

URANIUM RESOURCES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held on June 3, 2009

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Uranium Resources, Inc. (the "Company") hereby constitutes and appoints Paul K. Willmott, David N. Clark, Thomas H. Ehrlich, Leland O. Erdahl, Terence J. Cryan and Marvin K. Kaiser, 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 Embassy Suites—Outdoor World, 2401 Bass Pro Drive, Grapevine, Texas 76051on June 3, 2009, at 9:00 a.m., local time, and at any and all adjournments 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:

1. ELECTION OF DIRECTORS. The following six persons have been nominated to serve on the Company's Board of Directors: Paul K. Willmott, David N. Clark, Leland O. Erdahl, Terence J. Cryan and Marvin K. Kaiser.

2. RATIFICATION OF THE AMENDED AND RESTATED DIRECTORS' STOCK OPTION AND RESTRICTED STOCK PLAN. Proposal to ratify the Amended and Restated Directors' Stock Option and Restricted Stock Plan:



o		FOR		o		AGAINST		o		ABSTAIN

3. RATIFICATION OF HEIN & ASSOCIATES, LLP. Proposal to ratify the selection of Hein & Associates, LLP, independent accountants, as the independent auditors of the Company for the fiscal year ending December 31, 2009:



o		FOR		o		AGAINST		o		ABSTAIN

4. OTHER BUSINESS. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment of adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES SET FORTH IN PROPOSAL 1, FOR PROPOSAL 2 AND FOR PROPOSAL 3.

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 a 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. (Please mark, sign, date, and return this proxy in the enclosed envelope.)

QuickLinks

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD June 3, 2009
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 3, 2009
ACTION TO BE TAKEN AT THE MEETING
OUTSTANDING VOTING SECURITIES REQUISITE VOTE
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ELECTION OF DIRECTORS (Proposal 1 on Proxy Card)
COMPENSATION DISCUSSION AND ANALYSIS
PROPOSAL TO RATIFY THE URANIUM RESOURCES, INC. AMENDED AND RESTATED DIRECTORS' STOCK OPTION AND RESTRICTED STOCK PLAN (Proposal 2 on Proxy Card)
PROPOSAL TO RATIFY THE SELECTION OF HEIN & ASSOCIATES, LLP AS AUDITORS (Proposal 3 on Proxy Card)
PRINCIPAL ACCOUNTANT FEES AND SERVICES
BOARD OF DIRECTORS' RECOMMENDATIONS
COST AND METHOD OF PROXY SOLICITATION
ANNUAL REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
MISCELLANEOUS

Exhibit A

URANIUM RESOURCES, INC. AMENDED AND RESTATED 2004 DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN Effective April [ • ], 2009

FOR all nominees listed above

WITHHOLD AUTHORITY

to vote for all nominees listed above

(INSTRUCTION: To withhold authority to vote for any one or more individual nominees, write the name of each such nominee in the space provided below.)

Withhold authority to vote for any individual nominee