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


Uranium Resources, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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

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 (see www.maps.google.com for directions) on June 3, 2010, at 9:00 a.m., local time, for the following purposes:

Only stockholders of record at the close of business on April 23, 2010, 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2010
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 3, 2010

The Company's Proxy Statement for the 2010 Annual Meeting of Stockholders and the Annual Report for the year ended December 31, 2009 are available at http://urre.client.shareholder.com.

Whether or not you expect to personally attend the Annual Meeting, we urge you to vote your shares by following the voting instructions contained in the attached proxy package. How your Uranium Resources, Inc. share ownership is registered will determine your voting options. Voting early will ensure the presence of a quorum at the meeting and will save the Company the expense and extra work of additional solicitation. An addressed envelope, postage paid if mailed in the United States, is enclosed if you wish to vote your shares by returning your completed proxy card by mail. Submitting your proxy now will not prevent you from voting at the meeting, as your vote by proxy is revocable at your option.

If your voting options permit voting by the Internet or telephone, this is a fast, convenient method of voting your shares and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help Uranium Resources, Inc. reduce postage and proxy tabulation costs.

PLEASE DO NOT RETURN THE ENCLOSED PAPER BALLOT IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

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

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, 2010, 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 27, 2010.

Shares represented by a properly executed proxy, unless the stockholder otherwise instructs in the Proxy, will be voted (a) for the election of the six individuals named under the caption Election of Directors as directors of the Company; (b) for the approval of the Company's Amended and Restated 2004 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, 2010; 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.

The record date for the Meeting is April 23, 2010. 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 56,921,363 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. Broker non-votes and abstentions are considered "shares present" for quorum 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 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 approve the Amended and Restated 2004 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, 2010, and approve any other matter submitted to a vote of stockholders at the Meeting.

Broker non-votes are not considered votes for or against a proposal and, therefore, will have no direct impact on any proposal. Abstention from voting on any matter presented at the Meeting will have the practical effect of voting against any such matter since the abstention represents one less vote for approval.

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 approval of the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan is a non-routine matter and the ratification of independent auditors is a routine matter.

In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of Directors, your bank or broker was allowed to vote those shares on your behalf in the election of Directors as they felt appropriate. Recent changes in regulations were made to take away the ability of your bank or broker to vote your uninstructed shares in the election of Directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of Directors, no votes will be cast on your behalf. Your bank or broker will also not have discretion to vote any uninstructed shares on the approval of the Amended and Restated 2004 Directors Plan (Item 2 of this Proxy Statement). Your bank or broker will, however, have discretion to vote any uninstructed shares on the ratification of the appointment of the Company's independent registered public accounting firm (Item 3 of this Proxy Statement).

If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

The following table sets forth, as of April 10, 2010, 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 as of April 10, 2010 by (i) each director, (ii) each of the named executive officers, and (iii) all directors and named executive officers as a group.

(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 7,380,230 shares as to which Zesiger Capital Group, LLC ("ZCG") holds sole dispositive power and 5,004,600 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. Such shares are held in discretionary accounts which ZCG manages.

Name of Beneficial Owner

Paul K. Willmott	1,493,764	(3)	2.5	%
Donald C. Ewigleben	400,000		0.7	%
Leland O. Erdahl	349,955	(4)	0.6	%
Terence J. Cryan	201,000	(5)	0.4	%
Marvin K. Kaiser	72,500	(6)	0.1	%
Robert M. Gallagher	—	(7)	—	%
David N. Clark	1,025,628	(8)	1.7	%
Richard A. Van Horn	656,689	(9)	1.1	%
Thomas H. Ehrlich	684,238	(10)	1.1	%
Mark S. Pelizza	584,711	(11)	1.0	%
All executive officers and directors as a group (11 individuals)	5,476,885		9.2	%

(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 currently exercisable or exercisable within 60 days from April 10, 2010 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. Statements as to shares that are included through exercise of options means that the options are currently exercisable or exercisable within 60 days from April 10, 2010. Statements as to shares not included means that the options are exercisable more than 60 days from April 10, 2010.
(3): Includes 1,296,303 shares that may be acquired by Mr. Willmott through the exercise of stock options and deferred compensation plans.
(4): Includes 143,813 shares that may be acquired by Mr. Erdahl through the exercise of stock options. Does not include 87,500 shares that may be acquired by Mr. Erdahl through the exercise of stock options.
(5): Includes 200,000 shares that may be acquired by Mr. Cryan through the exercise of stock options. Does not include 100,000 shares that may be acquired by Mr. Cryan through the exercise of stock options.
(6): Includes 62,500 shares that may be acquired by Mr. Kaiser through the exercise of stock options. Does not include 87,500 shares that may be acquired by Mr. Kaiser through the exercise of stock options.
(7): Does not include 50,000 shares that may be acquired by Mr. Gallagher through the exercise of stock options.
(8): Includes 850,000 shares that may be acquired by Mr. Clark through the exercise of stock options. Mr. Clark resigned as President and Chief Executive Officer of the Company on September 3, 2009.
(9): Includes 521,000 shares that may be acquired by Mr. Van Horn through the exercise of stock options and under deferred compensation plans.
(10): Includes 515,947 shares that may be acquired by Mr. Ehrlich through the exercise of stock options and deferred compensation plans.
(11): Includes 408,100 shares that may be acquired by Mr. Pelizza through the exercise of stock options.

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 six. 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, six 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, Donald C. Ewigleben, Terence J. Cryan, Marvin K. Kaiser and Robert M. Gallagher) 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		Positions and Offices with the Company

Paul K. Willmott	70	Executive Chairman and Director
Donald C. Ewigleben	56	President, Chief Executive Officer, Chief Operating Officer and Director
Leland O. Erdahl	81	Director
Terence J. Cryan	47	Director
Marvin K. Kaiser	68	Director
Robert M. Gallagher	54	Director

Paul K. Willmott has served as a director since August 1994. 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. 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.

As a result of his involvement in various executive-level positions with the Company over the last 15 years, including his tenure as President, Chief Executive Officer, Chief Financial Officer and his current role as Executive Chairman, Mr. Willmott is able to provide valuable insights regarding the management and strategy of the Company. In addition, Mr. Willmott's 25 years with Union Carbide provide him with extensive knowledge of the mining industry, including the unique issues surrounding the mining of uranium.

Donald C. Ewigleben has served as President, Chief Executive Officer and Chief Operating Officer and director since September 3, 2009. Prior to joining the Company, Mr. Ewigleben was President and Chief Executive Officer of AngloGold Ashanti North America Inc. in Denver, Colorado and also served as the Executive Officer—Sustainability & Legal Affairs for AngloGold Ashanti in the Americas. Mr. Ewigleben served as the Executive Officer—Law, Safety, Health & Environment for AngloGold Ashanti Ltd. in Johannesburg, South Africa in 2006 and 2007. Prior to becoming the CEO of AngloGold in 2004, Mr. Ewigleben served as President and CAO (2003) and as Vice President and General Counsel (2000). Before joining AngloGold in 2000, he was the Vice President—Environmental and Public Affairs for Echo Bay Mines. Prior to AngloGold and Echo Bay, Mr. Ewigleben served in various capacities for AMAX Gold and AMAX Coal Industries. He began his career as a governmental affairs representative for AMAX in Washington, DC and multiple state legislatures. Later, his legal practice encompassed administrative law in the areas of environmental and health & safety. He has been responsible for the development of several award-winning environmental programs and has directed the permitting for many successful operations in the United States, Canada, Mexico, Russia,

New Zealand, and the Philippines. Mr. Ewigleben has served on the Board of Directors for the National Mining Association, the Gold Institute, the Mining Association of Canada, numerous state and provincial coal and hard-rock mining associations and as a trustee of the Northwest Mining Association, the Eastern Mineral Law Foundation and the Rocky Mountain Mineral Law Foundation. A graduate of the Indiana University School of Law, he also holds Bachelor of Science degrees in American history, political science and music from Ball State University. Mr. Ewigleben is a member of the American Bar Association and is admitted to the practice of law in Colorado and Indiana.

Mr. Ewigleben's qualifications for election to the Company's Board of Directors include his current experience and leadership as the Company's President and Chief Executive Officer. He also has extensive management experience as a result of his prior employment in executive management roles at other companies within the mining industry, which enables him to provide valuable counsel to the Company on issues of strategic planning and corporate governance. Mr. Ewigleben also brings to the Company a deep understanding of the health and safety issues involved in the mining of uranium.

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.

Mr. Erdahl's qualifications for election to the Company's Board of Directors include over fifty years experience in the mining and exploration industries. His extensive knowledge of accounting also qualifies Mr. Erdahl to serve on the Company's audit committee. As a result of his tenure with Albuquerque Uranium Corporation, Mr. Erdahl has valuable experience and insight into New Mexico political processes and government policies, particularly as they relate to the uranium mining business.

Terence J. Cryan has served as a 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. Mr. Cryan has served as President and CEO of Medical Acoustics LLC from April 2007 to April 2010. 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, Energy and Natural Resources 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 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. Mr. Cryan has served on the board of directors of Gryphon Gold Corporation since August 2009 and has served on the board of directors of

The Providence Service Corporation since May 2009 and on the board of directors of Global Power Equipment Group Inc. since February 2008.

Mr. Cryan's extensive financial industry experience and educational background in economics provide him with a wealth of knowledge in dealing with financial, accounting and regulatory matters and make him particularly well suited to serve on the Company's audit committee. His prior professional experience also permits Mr. Cryan to provide valuable advice to the Company with respect to potential capital raising, merger and acquisition transactions.

Marvin K. Kaiser has served as a director since July 12, 2007. He is Chairman of the Audit Committee. Since 2006, Mr. Kaiser has owned Whipporwill Consulting LLC, a consulting practice specializing in the natural resource industry. In February 2006, Mr. Kaiser retired from The Doe Run Company, a privately held natural resources company and the largest integrated lead producer in the Western Hemisphere, where he served as Executive Vice President and Chief Administrative 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. Mr. Kaiser served on the Board of Directors of NewWest Gold Corporation in 2006 and 2007, Constellation Copper Corporation in 2007 and 2008, El Capitan Precious Metals Inc. in 2007 though 2009 and currently serves on the Board of Directors for Apollo Gold Corporation (since 2006) and Gryphon Gold Corporation (since 2008).

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

Robert M. Gallagher has served as a director since January 20, 2010. Mr. Gallagher is the principal of BG Consulting, LLC, a government, political and public affairs consulting company located in Rio Rancho, N.M. He served as President of the New Mexico Oil and Gas Association (NMOGA) from January 2000 until January 2010. Mr. Gallagher was the Chief Executive of NMOGA, which is made up of 325 member companies, ranging from the largest oil and gas major in the world to the smallest independent in New Mexico, including those in the refining, processing, marketing and transportation industry. In 1998, Mr. Gallagher was appointed by President Clinton to serve as a principal advisor for oil and gas to U.S. Secretary of Energy Bill Richardson. Prior to that position, Mr. Gallagher was a principal with Energy Management Group, Inc. of Midland, Texas. Before that, he was Executive Vice President at X-Pert Enterprises, Inc., of Hobbs, New Mexico. Mr. Gallagher served as City Manager for the City of Hobbs, New Mexico, from 1986 to 1994. Mr. Gallagher is a graduate of New Mexico State University with a bachelor's degree in Criminal Justice. He holds a degree with honors from New Mexico Military Institute.

Mr. Gallagher's qualifications for election to the Company's Board of Directors include extensive experience in government with particular knowledge of political and public affairs issues involving natural resources. His tenure as President of NMOGA provided Mr. Gallagher with extensive knowledge of New Mexico politics and the regulatory policies and procedures of that state, which is particularly useful to the Company given its extensive holdings in the State of New Mexico.

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		Positions and Offices

Richard A. Van Horn	64	Executive Vice President—Operations
Thomas H. Ehrlich	50	Vice President, Chief Financial Officer, Secretary and Treasurer
Mark S. Pelizza	58	Senior Vice President—Health, Safety and Environmental Affairs
Mathew F. Lueras	43	Vice President—Corporate Development

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 and served as COO until November 2008. On June 4, 2008, he was appointed Executive Vice President. 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.'s 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, and was 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 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 roles 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 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.

Mathew F. Lueras joined the Company in August 2007 as the Controller—New Mexico and was promoted to Vice President—Corporate Development in April 2010. Before joining us, he was employed from 2004 to 2007 as Controller for Louisiana Energy Services LP, a subsidiary of URENCO Ltd., during the NRC licensing phase of the National Enrichment Facility. He was employed by GAP Inc. during 2003 to 2004 as Manager, Process Integrity and Control and Division Controller Lafarge NA form 2000 to 2003. Prior to that he served as Controller for Monroc Inc. a wholly owned subsidiary of US Aggregates from 1998 to 2000, as Senior Financial Analyst for Enron Capital and Trade Resources from 1997 to 1998 and various domestic and international financial and business development positions at Conoco Inc. from 1990 to 1997. Mr. Lueras received his Bachelor of Accountancy and minor in Business Computer Systems from New Mexico State University in 1990.

In March 2004, we adopted a Code of Ethics for Senior Financial Officers, including the Company's chief executive officer, chief financial officer, controller, treasurer, and chief internal auditor ("Code of Ethics"). A copy of the 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.

The Board of Directors held twelve meetings during the year ended December 31, 2009. Mr. Willmott, Mr. Erdahl, and Mr. Kaiser attended each meeting. Mr. Cryan attended 11 meetings. Mr. Ewigleben attended two meetings, which were all of the meetings held since his appointment as director on September 3, 2009. Mr. Gallagher was appointed a director on January 20, 2010 and, as a result, did not attend any meetings in 2009. 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 in 2009. The Board of Directors has determined that each of Messrs. Erdahl, Cryan, Kaiser and Gallagher is an independent director as such term is defined in the NASDAQ Listing Rules.

The Company has five standing committees of the Board of Directors—Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Strategic Planning Committee and Health, Safety and Environment Committee. Leland O. Erdahl, Terence J. Cryan and Marvin K. Kaiser are currently members of the Audit Committee. Terence J. Cryan, Leland O. Erdahl, Marvin K. Kaiser and Robert M. Gallagher are currently members of the Compensation Committee. Leland O. Erdahl, Terence J. Cryan, Marvin K. Kaiser and Robert M. Gallagher are currently members of the Nominating and Corporate Governance Committee. Donald C. Ewigleben, Paul K. Willmott, Terence J. Cryan and Marvin K. Kaiser are currently members of the Strategic Planning Committee. Robert M. Gallagher, Leland O. Erdahl and Paul K. Willmott are currently members of the Health, Safety and Environment Committee.

During 2009, the Audit Committee held four meetings, the Compensation Committee held two meetings, the Nominating and Corporate Governance Committee held nine meetings and the Strategic Planning Committee held one meeting. The Audit Committee also met in March 2010 with the Company's auditors to review the 2009 fiscal year audit. The Health, Safety and Environment Committee was created on January 20, 2010.

The Company's Board of Directors has reviewed the qualifications of those serving on our Audit Committee and has determined that Marvin K. Kaiser, the Chairman of the Audit Committee, is an audit committee financial expert. 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 Board of Directors has determined that each of the members of the Audit Committee is an independent director as such term is defined under the NASDAQ Listing Rules.

The Company has a standing Nominating and Corporate Governance Committee and the activities of the Nominating and Corporate Governance 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 and Corporate Governance Committee is an independent director under the NASDAQ Listing Rules. Mr. Erdahl is Chairman of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee may use multiple sources for identifying director candidates, including its own contacts and referrals from other directors, members of management, Company advisers and executive search firms. When considering potential candidates for election to the Company's Board of Directors, the Nominating and Corporate Governance Committee assesses various criteria, including, but not limited to, each candidate's business and professional skills, experience serving in management or on the board of directors of companies similar to the Company, financial literacy, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board of Directors does not have a formal diversity policy for directors. However, the Board of Directors is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. 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 1933 and the Securities Exchange Act of 1934.

The Nominating and Corporate Governance 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 and Corporate Governance 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 and Corporate Governance Committee, and the full Board will approve the final nomination.

The Nominating and Corporate Governance 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. However, the Board of Directors will consider director candidates recommended by stockholders and will evaluate such candidates in the same manner in which it evaluates candidates from other sources.

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 NASDAQ Listing Rules. Mr. Cryan is Chairman of the Compensation

Committee. The Compensation Committee discharges the Board of Directors' responsibilities relating to compensation of the Company's 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/chief operating officer and evaluating such officer's performance in light of the Company's goals. The Compensation Committee also reviews and approves the recommendations of the chief executive/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, although no such consultant is presently engaged. 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. Ewigleben is chairman of the Strategic Planning Committee.

The Company has a Health, Safety and Environment (HS&E) Committee which was created on January 20, 2010. The activities of the HS&E Committee are governed by its charter, a copy of which can be found on the Company's web site. Mr. Gallagher is Chairman of the HS&E Committee. The HS&E Committee's focus is to ensure that the Company undertakes and conducts, in compliance with all regulatory, statutory and Company policies, its operations in an economically and socially responsible manner, with due regard to the safety and health of its employees; impact of its operations on the natural environment; and social, economic, health and, environmental related impacts in the community in which it operates.

Prior to August 2007, Paul K. Willmott served as the Chairman of the Board of Directors and the Chief Executive Officer of the Company. In August 2007, the Board separated the office of Chairman from that of the Chief Executive Officer. Mr. Willmott remained the Chairman and continued to serve as an executive employee of the Company. Since August 2007, he has held the title of Executive Chairman. The Board concluded that separating the role of Chairman from that of Chief Executive Officer is the best leadership structure for the Company. It appropriately balances the need for the chief executive officer to manage the daily activities of the Company, and the Executive Chairman serves as a liaison between the Board and executive management in an effort to enhance this relationship.

In connection with its oversight of risk to the Company's business, the Board regularly considers management presentations on the Company's operations and strategies and considers related risks to our business. As part of the Board's consideration, the Board and management actively engage in discussions of potential and perceived risks to the business. In addition, the Board is assisted in its oversight responsibilities by the standing Board committees, which have assigned areas of oversight responsibility for various matters as described in the Committee charters and as provided in NASDAQ Rules. For example, our Audit Committee assists the Board's oversight of the integrity of our financial statements, the qualifications and independence of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm. The Compensation Committee oversees the compensation of our chief executive officer and other executive officers and evaluates the appropriate compensation incentives to motivate senior management to grow long-term shareholder returns without undue risk taking.

The Board and the Board committees hear reports from the members of management responsible for the matters considered to enable the Board and each committee to understand and discuss risk identification and risk management. All directors have access to members of management in the event a director wishes to follow up on items discussed outside the Board meeting.

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 Audit Committee reviews the Company's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial control, for preparing the financial statements and for the public reporting process. Hein & Associates LLP, our Company's independent auditor for 2009, 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, 2009, 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, 2009 be included in our Annual Report on Form 10-K for 2009 and selected Hein & Associates LLP as the independent auditor for the Company for 2010. This report is provided by the following independent directors, who constitute the Audit Committee:

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.

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

The Company collects information about potential Related-Party Transactions in its annual questionnaire completed by directors and officers. Potential Related-Party Transactions are subject to the review and approval of the non-interested members of the Audit Committee. In determining whether to approve any such transaction, the Audit Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm's length negotiations with an unrelated third party. The Company has not had any of Related-Party Transactions since January 1, 2009.

No member of the Compensation Committee is, or was during the fiscal year ended December 31, 2009, 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 2009, 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) of the Exchange Act 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.

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:

The primary objectives of our compensation program are to (i) enhance the Company's ability to attract and retain knowledgeable and experienced senior executives, (ii) drive and reward performance which supports the Company's core values, (iii) provide a percentage of total compensation that is "at-risk", or variable, based on predetermined performance criteria, (iv) require significant stock holdings to align the interests of named executive officers with those of stockholders, and (v) set compensation and incentive levels that reflect competitive market practices.

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

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 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.

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 2009, the Company implemented a cash reduction plan which included the compensation structure for each of our executive officers. Under this plan, the Compensation Committee reduced each executive officer's cash compensation by a minimum of 30% and in lieu of the cash reduction, made awards of restricted shares of the Company's common stock to the executive officers. As a result of the implementation of this plan in 2009, the Compensation Committee performed no additional formal review of the Company's executive officers compensation for 2009. The Company believes that a competitive compensation program will enhance its ability to attract and retain senior executives. Base salaries are typically adjusted at least annually to realign salaries with market levels. 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 reports 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.

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) operational targets including development, production and/or restoration objectives, (ii) operational 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 following:

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.

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.

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, 2009 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 21.

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 fully vested. 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 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 Plan at December 31, 2009, there were outstanding 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 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, 2009, there were outstanding under the 2004 Plan options to purchase 1,518,314 shares of Common Stock at exercise prices ranging from $2.96 to $5.19 per share. At December 31, 2009, 97,145 shares of Common Stock were available for future grants under the 2004 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. 70,000 shares of restricted stock were awarded in 2008 to non-officer employees of the Company. 426,243 and 139,571 shares of restricted stock were awarded in 2009 and 2010, respectively, in connection with the Company's cash reduction program. Under this program the Executive Officers of the Company agreed to a 30% reduction in such officer's base salary for 2009 and through the second quarter of 2010. Each officer could chose to make an additional reduction and for 2009, the President and CEO, David N. Clark chose such additional reduction of 10% of his base salary. In exchange for the reduction in cash compensation, each Executive Officer was 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 that will be reduced for the 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. A maximum amount of 700,000 shares may be awarded under this program. 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. In 2009, 400,000 shares of restricted stock were awarded to Donald C. Ewigleben in connection with his appointment as President, CEO and COO. 100,000 of these shares vested in March 2010 and 300,000 vest one-third on each of his first, second and third anniversary dates of his employment and are subject to meeting certain performance criteria.

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 Compensation Committee in its sole and exclusive discretion. The Compensation 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 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 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 Compensation Committee (the "Restriction Period"), a grantee shall not be able to sell, transfer, pledge, anticipate or assign restricted stock. The Compensation Committee may condition any lapse of the Restricted Period upon the attainment of specified personal service and/or performance standards specified by the Compensation 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 Compensation Committee may condition the vesting of restricted stock on such other factors as the Compensation Committee may determine and specify. Subject to the foregoing limitations, the Compensation 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 Compensation Committee.

Except as set forth in the 2007 Plan, a grantee shall have, with respect to shares of restricted stock held by such grantee, 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, provided that the Board will require that any cash dividend on unvested shares be reinvested in Company Common 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 Compensation Committee.

Upon the occurrence of a Change of Control (as defined in the 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 applicable 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:

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.

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 11% of claims paid. In addition to other officers and employees, the executive officers covered by the Supplemental Plan are Paul K. Willmott, Richard A. Van Horn, Mark S. Pelizza, Thomas H. Ehrlich, Donald C. Ewigleben and Mathew F. Lueras.

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, 2009, 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, 2009, a total of $697,028 has been deferred under such plans.

Upon review of the Company's compensation policies and with particular emphasis on the overall market conditions of the uranium industry in 2009, changes were made to each named executive officer's base salary for 2009 whereby a minimum of 30% of the executive officer's cash compensation was reduced and replaced with compensation in the form of grants of restricted shares of the Company's common stock.

No stock option awards were made during 2009 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.

The following table sets forth certain information with respect to compensation for services in all capacities for the years ended December 31, 2009, 2008 and 2007 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, 2009.

Name and Principal Position

Donald C. Ewigleben(2)(8)		2009	83,573	—	380,000	—	—	—	176	463,749
	President and Chief	2008	—	—	—	—	—	—	—	—
	Executive Officer	2007	—	—	—	—	—	—	—	—
Paul K Willmott(2)(3)(8)		2009	70,828	0	31,281	—	—	—	3,503	105,612
	Executive Chairman and Chief	2008	107,576	0	—	—	—	—	11,449	119,025
	Executive Officer	2007	216,438	0	—	—	—	—	488,484	704,922
Richard A. Van Horn(4)(8)		2009	151,374	0	96,973	—	—	—	3,188	251,535
	Senior Vice President—	2008	247,191	0	—	—	—	—	88,568	335,759
	Operations and Chief Operating	2007	229,942	0	—	—	—	—	240,741	470,683
	Officer
Mark S. Pelizza(5)(8)		2009	147,586	0	65,691	—	—	—	14,467	227,744
	Vice President—Health,	2008	210,669	0	—	—	—	—	14,205	224,874
	Safety and Environmental Affairs	2007	210,671	0	—	—	—	—	471,488	682,159
Thomas H. Ehrlich(6)(8)		2009	133,294	0	59,434	—	—	—	6,092	198,820
	Vice President and Chief	2008	190,233	0	—	—	—	—	10,305	200,538
	Financial Officer	2007	169,240	0	—	—	—	—	464,193	633,433
David N. Clark(2)(7)(8)		2009	207,729	0	109,847	258,500	—	—	114,674	690,750
	Former President and Chief	2008	270,358	0	—	—	—	—	6,766	277,124
	Executive Officer	2007	252,474	0	—	—	—	—	2,826	255,300

(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 director's fees.
(2): On September 3, 2009, Mr. Ewigleben became President, Chief Executive Officer and Chief Operating Officer and Mr. Clark resigned from the Company. 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 2009, 2008 and 2007 includes $0, $72,587 and $225,600, respectively for income related to the exercise of stock options as described below and $1,189, $2,653 and $2,971, respectively for gross ups to cover taxes related to annual lease value of Company vehicle.
(5): All Other Compensation for 2007 includes $454,336 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): 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 whose vesting was accelerated to September 3, 2009 in connection with Mr. Clark's termination of employment. 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, 2009, 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. The stock awards and option awards present the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. The calculation of these awards assumes they are not subject to performance conditions or if they are subject to performance conditions the calculation assumes that the highest levels of performance conditions are achieved.

The following table provides additional information with respect to stock-based awards granted in 2009, the value of which was provided in the Stock Awards column of the Summary Compensation Table.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards

									Estimated Future Payouts Under Equity Incentive Plan Awards								Exercise or Base Price of Option Awards ($/Sh)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Exercise or Base Price of Option Awards ($/Sh)
Donald C. Ewigleben		09/03/09		—		—		—		—		—		—	100,000	—		0.95	95,000
		09/03/09		—		—		—		—		—		—	300,000	—		0.95	285,000
Paul K. Willmott		01/02/09		—		—		—		—		—		—	12,195	—		0.615	10,244
		04/01/09		—		—		—		—		—		—	14,018	—		0.535	7,289
		07/01/09		—		—		—		—		—		—	5,905	—		1.27	7,145
		10/01/09		—		—		—		—		—		—	6,229	—		1.204	6,603
Thomas H. Ehrlich		01/02/09		—		—		—		—		—		—	23,170	—		0.615	19,463
		04/01/09		—		—		—		—		—		—	26,635	—		0.535	13,850
		07/01/09		—		—		—		—		—		—	11,220	—		1.27	13,576
		10/01/09		—		—		—		—		—		—	11,835	—		1.204	12,545
Mark S. Pelizza		01/02/09		—		—		—		—		—		—	25,609	—		0.615	21,512
		04/01/09		—		—		—		—		—		—	29,439	—		0.535	15,308
		07/01/09		—		—		—		—		—		—	12,401	—		1.27	15,005
		10/01/09		—		—		—		—		—		—	13,081	—		1.204	13,866
Richard A Van Horn		01/02/09		—		—		—		—		—		—	37,804	—		0.615	31,755
		04/01/09		—		—		—		—		—		—	43,457	—		0.535	22,598
		07/01/09		—		—		—		—		—		—	18,307	—		1.27	22,151
		10/01/09		—		—		—		—		—		—	19,310	—		1.204	20,469
David N. Clark		01/02/09		—		—		—		—		—		—	43,902	—		0.95	41,707
		04/01/09		—		—		—		—		—		—	50,467	—		0.95	47,944
		07/01/09		—		—		—		—		—		—	21,259	—		0.95	20,196
		09/03/09		—		—		—		—		—		—	—	800,000		2.97	248,000
		09/03/09		—		—		—		—		—		—	—	50,000		5.13	10,500

We have an employment agreement with Mr. Ewigleben which calls for compensation in the form of base salary plus an annual performance bonus of up to 100% of base salary, 60% of which is a cash bonus and 40% of which is payable in restricted stock of the Company. The amount, if any, of the annual performance bonus will be determined by the Company's Compensation Committee based on annual performance objectives established for Mr. Ewigleben. The employment agreement also provides for severance payments to Mr. Ewigleben upon termination of his employment under certain circumstances. Severance payments for Mr. Ewigleben's termination range from one year's base salary plus 60% bonus to two years base salary plus a 60% bonus. The agreement also contains certain change of control provisions which provide for two year's base salary plus a 60% bonus, continuation of health benefits, acceleration of unvested stock options and restricted common stock awards and the extension of exercise periods for stock options by 90 days.

We have standard agreements in place for our key employees that become effective in the event of a change in control. The Compensation 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.

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2009 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, 2009).

	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		9/3/2011		—		—		—		—
		742,500		0		—		2.97		9/3/2011		—		—		—		—
		50,000		0		—		5.13		9/3/2011		—		—		—		—

The following table sets forth certain information regarding options and restricted stock awards exercised and vested, respectively, during 2009 for the named executive officers.

	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Donald C. Ewigleben		—		—		400,000		380,000
Paul K. Willmott		—		—		38,347		29,999
Richard A. Van Horn		—		—		118,878		92,998
Mark S. Pelizza		—		—		80,530		62,998
Thomas H. Ehrlich		—		—		72,860		56,998
David N. Clark		—		—		115,628		109,847

In September 2009 the Company entered into an employment agreement with Mr. Ewigleben which provides that, in the event Mr. Ewigleben is terminated following a change in control, or Mr. Ewigleben terminates the agreement because of (i) any material breach of the agreement by the Company, (ii) a requirement by the Company that he relocate outside the Denver metropolitan area, (iii) the failure of a successor company to assume the agreement, (iv) any material reduction in his title, responsibilities or duties or change in reporting responsibilities to other than the Company's Board of Directors or (v) his assignment of any duties materially inconsistent with his duties as President and CEO of the Company he would have certain rights and benefits under the agreement. Such benefits would include two year's base salary plus 60% of his annual base salary as bonus payable in a lump sum within 30 days after his termination date. Assuming a change in control occurred on December 31, 2009, the total estimated compensation that would be paid in the aggregate under the Compensation Agreement to Mr. Ewigleben is $910,000. For purposes of Mr. Ewigleben employment agreement, a "change of control" means that (i) if after September 3, 2009, any person or group of affiliated or associated persons not a shareholder as of that date acquires more than 50% of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company; (iv) a majority of the members of the Board are replaced during any 12-month period; or (iv) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than 51% of the total voting power of outstanding stock of the surviving or resulting entity is then "beneficially owned" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.

The change of control provisions also include the extension of coverage under the Company's group health plan for Mr. Ewigleben, his spouse and dependents for a period of up to twelve months. Mr. Ewigleben shall become fully vested in all of the rights and interests held by him under the Company's stock and other equity plans as of his termination date, to the extent he has not previously vested in such rights and the exercise date of any options held by Mr. Ewigleben shall be extended to a date that is 90 days after his termination date-.

In June 1997, the Company entered into Compensation Agreements with each of Messrs. Willmott, Van Horn, Pelizza and Ehrlich, and in February 2007 with Craig S. 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 Exchange Act) 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 Agreements will be triggered in the event that, following a change in control, the applicable executive's employment is terminated by (a) the Company without cause; or (b) 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, 2009, the total estimated compensation that would be paid in the aggregate under the Compensation Agreements to these five executive officers is $1.5 million which would be paid out in monthly installments over the term of the agreement.

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 2009 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 and Corporate Governance Committees earn $600 for each such meeting attended.

The following table summarizes all compensation earned by the Company's non-employee directors in the year ended December 31, 2009.

The following table sets forth information as of December 31, 2009 regarding equity compensation to the Company's employees, officers and directors under equity compensation plans.

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.

PROPOSAL TO APPROVE THE URANIUM RESOURCES, INC.
AMENDED AND RESTATED 2004 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 March 3, 2010 (the "Amended Plan"), which further amendment and restatement is being presented in this Proxy Statement for approval by the stockholders at the 2010 annual meeting. The full text of the Amended Plan is attached to this proxy statement as APPENDIX A.

Under the 2004 Plan as in effect prior to the proposed amendments, options are granted as follows:

Under the proposed Amended Plan, 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.

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 director's level of stock ownership, to reinforce such director's 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.

Subject to the approval of the stockholders of the Amended Plan and their reelection at the 2010 Annual Meeting, each of the four 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 2010 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 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 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 date such termination of service. 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, 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.

A Director who receives a Restricted Stock grant under the Amended Plan generally will be taxed at ordinary income rates on the fair market value of the shares on the vesting date, if such shares are subject to vesting requirements or other restrictions. However, a Director who, within 30 days after receiving a grant of such shares, makes an election under Section 83(b) of the Internal Revenue Code of 1986, will recognize ordinary income on the date of issuance of the stock equal to the fair market

value of the shares on that date. If a Section 83(b) election is made, the holding period for the shares will commence on the day after the shares are received and no additional taxable income will be recognized by the Director at the time the shares vest. However, if shares subject to a Section 83(b) election are forfeited, no tax deduction is allowable to the Director for the forfeited shares. Taxes are required to be withheld from the Director at the time and on the amount of ordinary income recognized by the Director. The Company will be entitled to a deduction at the same time and in the same amount as the Director recognizes income.

The term of the Amended Plan is ten (10) years from June 24, 2004 (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, 2010, 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.

The Audit Committee approved the engagement of Hein & Associates, LLP as the Company's independent auditors for the year ended December 31, 2009.

During the years ended December 31, 2009 and 2008, the Company was billed audit fees of $131,250 and $197,800, respectively, by Hein & Associates, LLP, its principal independent auditor. 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 fees also include fees for review of our quarterly consolidated financial statements on Form 10-Q.

The Company was billed audit related fees of $24,080 in 2009 and $39,725 in 2008. Audit related fees include fees for the review of registration statements and issuance of consent letters in 2009 and 2008, and fees for the audit of our 401(K) Plan in 2009.

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.

The Board of Directors unanimously recommends a vote (i) FOR the election of each of the nominees for director named in the proxy, (ii) FOR the approval of the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan, and (iii) FOR the ratification of the appointment of Hein & Associates, LLP as independent auditors.

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.

You are referred to the Company's annual report, including consolidated financial statements, for the year ended December 31, 2009, 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.

Any proposals that stockholders of the Company desire to have presented at the 2011 Annual Meeting of Stockholders must be received by the Company at its principal executive offices no later than December 27, 2010.

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.

URANIUM RESOURCES, INC.

AMENDED AND RESTATED

2004 DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN

Effective March 3, 2010

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:

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:

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:

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)

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.

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. No Repricing. Other than in connection with a change in the Corporation's capitalization, at any time when the purchase price of a Stock Option is above the market value of a Share, the Corporation shall not, without shareholder approval, reduce the purchase price of such Stock Option and shall not exchange such Stock Option for a new Stock Option with a lower (or no) purchase price or for cash or for stock award.

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 July 12, 2007 and is further and amended and restated effective March 3, 2010 and approved by the stockholders on [ • ], 2010

URANIUM RESOURCES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held on June 3, 2010

The undersigned stockholder of Uranium Resources, Inc. (the "Company") hereby constitutes and appoints Paul K. Willmott, Donald C. Ewigleben, Leland O. Erdahl, Terence J. Cryan, Marvin K. Kaiser and Robert M. Gallagher, 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 76051 on June 3, 2010, 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, Donald C. Ewigleben, Leland O. Erdahl, Terence J. Cryan, Marvin K. Kaiser and Robert M. Gallagher.

(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

2. APPROVAL OF THE AMENDED AND RESTATED 2004 DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN. Proposal to approve the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan:

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, 2010:

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 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.)


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

Name

Leland O. Erdahl(1)	40,600	—	72,000	—	—	—	112,600
Terence J. Cryan(1)	41,200		72,000	—	—	—	113.200
Marvin K. Kaiser(1)	45,600		72,000				117,600

Plan category		Weighted average exercise price

Equity compensation plans approved by security holders	4,555,111	$	2.69	575,540
Equity compensation plans not approved by security holders	735,982	$	0.80	—
Total	5,291,093	$	2.42	575,540


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

Name and Address of Beneficial Owner

Zesiger Capital Group, LLC		7,380,230	(3)	13.0	%
	320 Park Avenue, 30th Floor New York, NY 10022


o FOR all nominees listed above		o WITHHOLD AUTHORITY to vote for all nominees listed above


		DATED: , 2010
		(Signature)
		(Signature)