8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 9, 2015

URANIUM RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33404	75-2212772
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

6950 S. Potomac Street, Suite 300 Centennial, Colorado	80112
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 531-0470

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01          Completion of Acquisition or Disposition of Assets.

As previously disclosed, on June 3, 2015, Uranium Resources, Inc., a Delaware corporation (“URI”), entered into a scheme implementation agreement (the “Implementation Agreement”) with Anatolia Energy Limited, an Australian public company (“Anatolia”), pursuant to which URI would acquire all of the outstanding equity of Anatolia (the “Transaction”). On November 9, 2015, the Transaction closed in accordance with the terms of the Implementation Agreement.

Upon the closing of the Transaction, each Anatolia share outstanding immediately prior to closing was transferred to URI in exchange for 0.06579 URI shares, or approximately 20.5 million URI shares in the aggregate, and Anatolia became a wholly-owned subsidiary of URI. URI also issued approximately 7.0 million replacement options with a Black-Scholes value approximately equal to the Black-Scholes value of the Anatolia options being replaced, and URI performance shares relating to approximately 0.8 million URI shares subject to the same terms and conditions as the Anatolia performance shares being replaced. Immediately after the closing of the Transaction, the former Anatolia shareholders held approximately 41% of the outstanding common stock of the combined company, and the shares of common stock held by continuing URI shareholders represented approximately 59% of the outstanding common stock of the combined company.

New URI securities exchanged for Anatolia securities are expected to begin trading on the Nasdaq Capital Market and as CHESS Depository Instruments (“CDIs”) on the Australian Securities Exchange (“ASX”) on November 10, 2015. URI’s common stock will begin trading on the ASX as CDIs under the new trading symbol “URI.” In addition, new URI options exchanged for listed Anatolia options will begin trading on the ASX as CDIs under the new trading symbol “URIO.”

The foregoing is a general description of the Transaction and Implementation Agreement; it does not purport to be complete and is qualified in its entirety by reference to the Implementation Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by URI on June 4, 2015 and which is incorporated herein by reference.

Included in this filing as Exhibit 99.1 are the audited financial statements of Anatolia for the fiscal year ended June 30, 2015, the notes related thereto and the report of Anatolia’s independent auditors. Also included in this filing as Exhibit 99.2 is pro forma financial information as of June 30, 2015 for URI and its subsidiaries.

Also on November 9, 2015, URI issued approximately 1.0 million URI shares to third parties for services rendered in connection with the Transaction, including approximately 0.16 million shares to Cantor Fitzgerald & Co., which acted as financial advisor to URI in connection with the Transaction; approximately 0.25 million shares to Insight Transportation Services LLC for consulting services in connection with the Transaction; and approximately 0.63 million shares to RCF Management L.L.C. (an affiliate of Resource Capital Fund V L.P., URI’s largest stockholder) for technical due diligence and related support in connection with the Transaction.

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Item 3.02          Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

The URI securities issued to the former Anatolia securityholders were issued in an exempt transaction pursuant to Section 3(a)(10) under the Securities Act of 1933, as amended. The URI shares issued to third parties for services rendered in connection with the Transaction were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 9, 2015, the Board of Directors of URI adopted an amendment to URI’s Amended and Restated Bylaws (the “Bylaws”), adding the following Article VIII to the Bylaws:

ARTICLE VIII

AUSTRALIAN SECURITIES EXCHANGE LISTING RULES

Section 8.1    Australian Securities Exchange Listing Rules.  While the Corporation is on the official list of the Australian Securities Exchange, the following rules shall apply: (i) notwithstanding anything contained in these Bylaws, if the official listing rules of the Australian Securities Exchange (the “Listing Rules”) prohibit an act being done, the act shall not be done; (ii) nothing contained in these Bylaws prevents an act being done that the Listing Rules require to be done; (iii) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); (iv) if the Listing Rules require these Bylaws to contain a provision and these Bylaws do not contain such a provision, these Bylaws shall be treated as containing that provision; (v) if the Listing Rules require these Bylaws not to contain a provision and these Bylaws contain such a provision, these Bylaws shall be treated as not containing that provision; and (vi) if any provision of these Bylaws is or becomes inconsistent with the Listing Rules, these Bylaws shall be treated as not containing that provision to the extent of such inconsistency.

The full text of the Bylaws, as amended, is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01          Regulation FD Disclosure.

On November 8, 2015, URI issued a press release announcing the closing of the Transaction. The full text of the press release is furnished with this Form 8-K as Exhibit 99.3 and incorporated by reference herein.

The information in this Current Report on Form 8-K under Item 7.01, including the accompanying press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference

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in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01          Financial Statements and Exhibits.

(a)           Financial Statements.

Audited financial statements of Anatolia for the fiscal year ended June 30, 2015, the notes related thereto and the report of Anatolia’s independent registered public accounting firm are attached as Exhibit 99.1 hereto.

(b)           Pro Forma Financial Information.

The unaudited pro forma financial information of URI, giving effect to the acquisition of Anatolia, is included in Exhibit 99.2 hereto.

(d)           Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Bylaws of Uranium Resources, Inc., effective November 9, 2015.
23.1	Consent of Moore Stephens Perth.
99.1	Audited financial statements of Anatolia Energy Limited for the fiscal year ended June 30, 2015.
99.2	Pro forma financial information of Uranium Resources, Inc. as of June 30, 2015.
99.3	Press release dated November 8, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 9, 2015

URANIUM RESOURCES, INC.
By:	/s/ Jeffrey L. Vigil
Name:	Jeffrey L. Vigil
Title:	Vice President–Finance and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
3.1	Amended and Restated Bylaws of Uranium Resources, Inc., effective November 9, 2015.
23.1	Consent of Moore Stephens Perth.
99.1	Audited financial statements of Anatolia Energy Limited for the fiscal year ended June 30, 2015.
99.2	Pro forma financial information of Uranium Resources, Inc. as of June 30, 2015.
99.3	Press release dated November 8, 2015.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

URANIUM RESOURCES, INC.

(hereinafter called the “Corporation”)

As amended and restated November 9, 2015

ARTICLE I
MEETINGS OF STOCKHOLDERS

Section 1.1Annual Meetings.  The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held on such date and at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors.

Section 1.2Stockholder Business and Nominations for Annual Meetings.

(a)The proposal of business to be considered by stockholders, including nominations of candidates to stand for election as directors, may be made at an annual meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time the notice provided for in this Section 1.2 is delivered to the Secretary of the Corporation and on the record date for the determination of stockholders entitled to vote at the meeting, who is entitled to vote at the meeting upon such business, and who complies with the notice procedures set forth in this Section 1.2.

(b)For business, including nominations of candidates to stand for election as directors, to be properly brought before an annual meeting of stockholders by a stockholder pursuant to this Section 1.2, the stockholder (i) must have given timely notice thereof in writing and in proper form to the Secretary at the principal executive offices of the Corporation and (ii) must provide any updates or supplements to such notice at such times and in the forms required by this Section 1.2.  In addition, any proposed business must constitute a proper matter for stockholder action.  To be timely, the stockholder’s notice must be delivered to, or mailed to and received by, the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting, except that if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary, the Secretary of the Corporation must receive the notice not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day

following the day on which public announcement (as defined below) of the date of such meeting is first made by the Corporation.

(c)Notwithstanding anything in Section 1.2(b) to the contrary, if the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the Board of Directors’ nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days before the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.2 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to, or mailed to and received by, the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement (as defined below) is first made by the Corporation.

(d)For a notice to be in proper form for purposes of this Section 1.2, the notice must include the following information: (i) the name and address of the stockholder who is making a proposal, as they appear on the Corporation’s books, and of the beneficial owner, if any, on whose behalf the proposal is made; (ii) the nature of the business being proposed and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner; (iv) a description of any agreement, arrangement or understanding with respect to the proposal between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing; (v) as to the stockholder giving the notice and any such beneficial owner, whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such stockholder or any such beneficial owner with respect to any share of stock of the Corporation; (vi) a representation that the stockholder is a holder of record of Corporation capital stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice; (vii) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal; and (viii) any other information relating to the stockholder making the proposal that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such

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stockholder in support of the business to be brought before the meeting pursuant to Section 14A under the Exchange Act of 1934, as amended (the “Exchange Act”). Only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.2. If the Chairman of the Board or other presiding officer at the annual meeting determines that business was not properly brought before the meeting, the business proposed by the notifying stockholder will not be conducted at the meeting.

(e)In addition, in the case of nominations of persons for election to the Board of Directors, for a notice to be in proper form for purposes of this Section 1.2, the notice must include the following additional information as to each proposed nominee who is not an incumbent director: (i) the name, age, business address and, if known, residence address of such nominee, (ii) the principal occupation or employment of such nominee during the preceding five years, (iii) the number of shares of stock of the Corporation which are beneficially owned by such nominee, (iv) any other information relating to such nominee that would be required to be set forth in a definitive proxy statement filed in connection with a proxy solicitation pursuant to Section 14 of the Exchange Act, (v) the written consent of such nominee to being named in the Corporation’s proxy statement as a nominee and to serving as a director of the Corporation, if elected, (vi) all information with respect to such nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 1.2 if such nominee were a proposing stockholder, and (vii) such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.  A nomination made otherwise than as provided in this Section 1.2 shall be null and void and shall not be submitted to a vote of stockholders.

(f)A stockholder providing notice of business, including nominations of candidates to stand for election as directors, to be brought before an annual meeting of stockholders shall further update and supplement such notice so that the information provided or required to be provided in such notice pursuant to this Section 1.2 shall be true and correct both as of the record date for the determination of stockholders entitled to notice of the meeting and as of the date that is ten (10) business days before the meeting or any adjournment or postponement thereof, and such updated and supplemental information shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (a) in the case of information that is required to be updated and supplemented to be true and correct as of the record date for the determination of stockholders entitled to notice of the meeting, not later than the later of five (5) business days after such record date or five (5) business days after the public announcement of such record date, and (b) in the case of information that is required to be updated and supplemented to be true and correct as of ten (10) business days before the meeting or any adjournment or postponement thereof, not later than eight (8) business days before the meeting or any adjournment or postponement thereof (or if not practicable to provide such updated and supplemental information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement).

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(g)The foregoing notice requirements of this Section 1.2 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(h)Notwithstanding the foregoing provisions of this Section 1.2, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present proposed business, including a nomination of persons for election to the Board of Directors, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.2, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(i)Notwithstanding the foregoing provisions of this Section 1.2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.2; provided however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any other business to be considered pursuant to this Section 1.2, and compliance with this Section 1.2 shall be the exclusive means for a stockholder to submit other business (other than, as provided in Section 1.2(g), matters brought properly under and in compliance with the Exchange Act). Nothing in this Section 1.2 shall be deemed to (i) affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act, or (ii) confer upon any stockholder a right to have any proposed business, including a nomination of persons for election to the Board of Directors, included in the Corporation’s proxy statement.

(j)For purposes of this Section 1.2, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 1.3Special Meetings.  Special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Chairman of the Board, the President, or at the direction of the Board of Directors, pursuant to a resolution adopted by a majority of the whole Board of Directors, to be held on such date, and at such time and place within or without

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the State of Delaware, as the caller shall direct.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 1.4 of these Bylaws.  Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders.

Section 1.4Notice of Meeting.  The Corporation shall give written notice of any annual or special meeting of stockholders.  Notices of meetings of stockholders shall state the place (if any), date, and time of the meeting, the record date for determining stockholders entitled to vote at such meetings (if such record date is different from the record date for determining stockholders entitled to receive notice of such meetings), and the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting.  Notices of meetings of stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to notice of and to vote at such meeting, except as otherwise required by applicable law, the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or these Bylaws.  In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.  No business other than that specified in the notice or otherwise submitted by the Board of Directors thereof shall be transacted at any special meeting.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if, after an adjournment, a new record date is fixed for determining the stockholders entitled to vote at the adjourned meeting, written notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.  At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 1.5Quorum.  The presence at any meeting, in person or by proxy, of the holders of record of one-third of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.

Section 1.6Adjournments.  If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the aggregate voting power of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time.

Section 1.7Voting.  At each meeting of stockholders, except as otherwise provided by law or the Certificate of Incorporation, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his or her name on the records of the Corporation.

Directors shall be chosen by a plurality of the votes cast at the election by the holders of the class of stock entitled to vote for the election of directors, and, except as otherwise provided

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by law, the Certificate of Incorporation or these Bylaws, all other questions shall be determined by a majority of the votes cast on such question.

Section 1.8Proxies.  Any stockholder entitled to vote at a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law and filed with the secretary of the Corporation.

Section 1.9Administration of the Meeting.  Meetings of stockholders shall be presided over by the Chairman of the Board or, in the absence thereof, by such person as the Chairman of the Board shall appoint, or, in the absence thereof or in the event that the Chairman shall fail to make such appointment, any officer of the Corporation elected by the Board. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

The Board shall, in advance of any meeting of stockholders, appoint one or more inspector(s), who may include individual(s) who serve the Corporation in other capacities, including without limitation as officers, employees or agents, to act at the meeting of stockholders and make a written report thereof. The Board may designate one or more persons as alternate inspector(s) to replace any inspector who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspector(s) to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector(s) or alternate(s) shall have the duties prescribed pursuant to Section 231 of the General Corporation Law of the State of Delaware or other applicable law.

The Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without limitation establishing an agenda of business of the meeting, rules or regulations to maintain order, restrictions on entry to the meeting after the time fixed for commencement thereof and the fixing of the date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting (and shall announce such at the meeting).

Section 1.10Action by Consent.  Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent or consents thereto setting forth such action is signed by the holders of record of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or to take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of such action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 1.11Remote Communications.  For the purposes of these Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as

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the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(a)participate in a meeting of stockholders; and

(b)be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE II
BOARD OF DIRECTORS

Section 2.1General.  The business of the Corporation shall be managed by its Board of Directors which may exercise all power of the Corporation and do all lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.

Section 2.2Number.  The Board of Directors shall consist of not less than three (3) nor more than nine (9) members, the exact number of which shall be fixed from time to time by the Board of Directors.

Section 2.3Election and Term of Office.  Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2.4 of these Bylaws. Directors (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office until the next annual election and until their successors shall have been elected and qualified or until their earlier death, resignation or removal in the manner hereinafter provided.

Section 2.4Vacancies and Additional Directorships.  If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause or if there are any newly created directorships, a majority of the directors remaining in office, although less than a quorum, shall fill any such vacancies or newly created directorships.  In addition, instead of filling any vacancy on the Board of Directors, a majority of the directors remaining in office may vote to reduce the size of the Board of Directors to remove any vacancy.  In the event of the resignation of directors effective at a future date, such vacancies may be filled by a majority of the directors then in office, including those who have resigned, effective on such future date.

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Section 2.5Meetings.  Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or by a majority of the Board of Directors by vote at a meeting, or in writing by two or more directors, and shall be held at such place, on such date, and at such time as they or he or she shall fix.

Section 2.6Notice of Meetings.  Notice need not be given of regular meetings of the Board.

Notice of the place, date, and time of each such special meeting shall be given to each director who has not waived notice by personal delivery, mail, courier service (including, without limitation, overnight mail), facsimile transmission (directed to the facsimile number at which the director has consented to receive such notice), electronic mail (directed to the electronic mail address at which the director has consented to receive notice), or other form of electronic transmission at which the director has consented to receive notice, telex, telephone, telegraph, or by electronic transmission not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.7Quorum, Manner of Acting and Presence.  At each meeting of the Board of Directors the presence of a majority of the total number of members of the Board of Directors then holding office (but not less than one-third of the total number of directors, nor less than two (2) directors) shall be necessary and sufficient to constitute a quorum for the transaction of business.  In the absence of a quorum, a majority of those present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held and adjourned without further notice of waiver.  A majority of those present at any meeting at which a quorum is present may decide any questions brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these Bylaws.

Section 2.8Resignation of Directors.

(a)Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors or the Secretary; provided that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by such director.  Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board of Directors, the Chairman of the Board of Directors or the Secretary, as the case may be.  Unless otherwise specified therein, and subject to Section 2.8(b) of these Bylaws, the acceptance of such resignation shall not be necessary to make it effective.

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(b)Any director who is an employee of the Corporation shall be deemed to have tendered his or her resignation as a director to the Board of Directors upon termination of his or her employment with the Corporation.  The Board of Directors shall determine whether to accept such resignation or whether the director shall finish his or her term as a director.  Until and unless the Board formally accepts, by majority vote, such resignation or if the Board of Directors does not accept, by majority vote, the resignation, the director shall continue to serve on the Board and have full authority, power and privileges of a member of the Board of Directors until the end of such director’s term.  If the Board of Directors accepts such resignation pursuant to this Section 2.8(b), then the Board of Directors may fill the resulting vacancy pursuant to Section 2.4 of these Bylaws.

Section 2.9Fees and Compensation of Directors.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors.

Section 2.10Removal of Directors.  Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 2.11Action by Consent.  Action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board.

Section 2.12Action by Telephone Conference.  Subject to the provisions required or permitted for notice of meetings, unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors or members of any committee designated by such Board may participate in and hold a meeting of such Board or committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III
COMMITTEES OF THE BOARD

Section 3.1Designation, Power, Alternate Members and Term of Office.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation or a facsimile thereof to be affixed to or reproduced on all such papers as said committee shall designate.  The Board of Directors may designate one or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of the committee. If at a meeting of

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any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of such absent or disqualified member.  The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these Bylaws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member.  Each committee shall appoint a secretary, who may be the Secretary of the Corporation or an Assistant Secretary thereof.

Section 3.2Meetings, Notices and Records.  Each committee may provide for the holding of regular meetings, with or without notice, and may fix the times and places at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at the direction of its chairman or, if there be no chairman, by or at the direction of any one of its members. Notice of the place, date, and time of each such special meeting of a committee shall be given to each member of such committee who has not waived notice by personal delivery, mail, courier service (including, without limitation, overnight mail), facsimile transmission (directed to the facsimile number at which such member has consented to receive such notice), electronic mail (directed to the electronic mail address at which such member has consented to receive notice), or other form of electronic transmission at which such member has consented to receive notice, telex, telephone, telegraph, or by electronic transmission not less than twenty-four (24) hours before the meeting. Such notice need not state the purposes of the meeting, unless otherwise required by law, the Certificate of Incorporation or these Bylaws.

Notice of any meeting of a committee need not be given to any member thereof who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing.  Each committee shall keep a record of its proceedings.

Section 3.3Quorum, Manner of Acting and Presence.  At each meeting of any committee the presence of a majority of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then the one member shall constitute a quorum.  In the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as adjourned without further notice or waiver.  The act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee.  Subject to the foregoing and other provisions of these Bylaws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business.

Members of any committee may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

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Section 3.4Resignation.  Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President, any Vice President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3.5Removal.  Any member of any committee may be removed at any time with or without cause by the Board of Directors.

Section 3.6Vacancies.  If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining member or members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors.

Section 3.7Action by Consent.  Action required or permitted to be taken at any meeting of a committee may be taken without a meeting if all members of the committee consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the committee.

ARTICLE IV
OFFICERS

Section 4.1Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents and a Secretary and may include a Chairman of the Board (who shall be a director of the Corporation) and a Treasurer.  The Board of Directors from time to time may elect Assistant Treasurers, Assistant Secretaries and such other officers as it shall deem necessary. Any number of offices may be held by the same person.

Section 4.2Election, Term of Office and Qualifications.  Officers shall be elected by the Board of Directors and shall hold office until the earlier of their death, resignation, or removal in the manner hereinafter provided.

Section 4.3Resignations.  Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President, a Vice President or the Secretary.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 4.4Removal.  Any officer may be removed at any time with or without cause by the Board of Directors.

Section 4.5Vacancies.  A vacancy in any office by reason of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for regular election to such office.

Section 4.6Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors.

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Section 4.7The President.  The President of the Corporation shall be the chief executive officer of the Corporation and shall have general powers of oversight, supervision and management of the business and affairs of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board) and may sign, with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent.  The President shall, in the absence or disability of the Chairman of the Board, perform the duties of the Chairman.

Section 4.8Vice President.  The Vice President, or, if more than one, the Vice Presidents in the order established by the Board of Directors or the Chairman of the Board, shall, in the absence or disability of the President, exercise all of the powers and duties of the President.  Each such Vice President shall have the power to sign and execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds, contracts, agreements or other instruments, except in cases where the signing and execution hereof shall be expressly delegated by the Board to some other officer as agent and shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the Chairman of the Board or these Bylaws.

Section 4.9The Treasurer.  The Treasurer or, if no Treasurer is elected by the Board of Directors, such other officer as shall be designated by the Board of Directors shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipt and disbursements in books belonging to the Corporation; shall deposit all monies, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors; and shall have and perform such other duties incident to the office of Treasurer as from time to time may be prescribed by the Board of Directors, the Chairman of the Board or these Bylaws.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and the Board of Directors, at regular meetings of the Board, whenever they may require it, an account of all transactions.

Section 4.10The Secretary.  The Secretary shall:

(a)record all proceedings of the meeting of the stockholders, the Board of Directors and any committees in a book or books to be kept for that purpose;

(b)cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law;

(c)whenever any committee shall be designated by resolution of the Board of Directors, furnish the chairman of such committee with a copy of such resolution;

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(d)be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to or a facsimile to be reproduced on all certificates representing stock of the corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation shall have been duly authorized;

(e)see that the lists, books, reports, statements, certificates and other documents and records required by law are properly kept and-filed;

(f)have charge of the stock and transfer books of the Corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by law have access thereto;

(g)sign (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation, the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature): and

(h)in general, perform all duties incident to the office of Secretary and have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors, the Chairman of the Board or these Bylaws.

Section 4.11Assistant Secretaries, Assistant Treasurers and Subordinate Officers. Assistant Treasurers and Assistant Secretaries shall have the power to perform, in the name and on behalf of the Corporation, such duties as may be required to be performed by the Treasurer and Secretary, respectively, and shall have and perform such other duties as from time to time may be prescribed by the Board of Directors, the Chairman of the Board or these Bylaws.  The Corporation may have such assistant and subordinate officers as the Board of Directors may from time to time deem desirable. Each such officer shall hold office for such period and perform such duties as the Board of Directors, the Chairman of the Board, or President may prescribe.

ARTICLE V
INDEBTEDNESS OF THE CORPORATION AND
DEPOSIT OF CORPORATE FUNDS

Section 5.1Borrowing.  No loans, advances, obligations or indebtedness shall be incurred, obtained or contracted for, by or on behalf of the Corporation, and no negotiable paper shall be issued in. its name, unless and except as (i) permitted by the Corporation’s Certificate of Incorporation, (ii) permitted under any indentures or other documents evidencing outstanding indebtedness of the Corporation and (iii) authorized by the Board of Directors.  Such authorization may be general or confirmed to specific instances.  Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation.  Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may

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endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.

Section 5.2Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks, trust companies or other depositories as the Board of Directors may select.  Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors from time to time may determine.

Section 5.3Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.

ARTICLE VI
INDEMNIFICATION

Section 6.1Actions, Suits or Proceedings Other Than by or in the Right of the Corporation.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2.Actions, Suits or Proceedings by or in the Right of the Corporation.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good

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faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper.

Section 6.3.Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith.

Section 6.4.Determination of Right to Indemnification.  Any indemnification under Sections 6.1 and 6.2 of this Article (unless ordered by a court) shall be paid by the Corporation unless a determination is made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders, that indemnification of the director, officer, employee or agent is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Sections 6.1 and 6.2 of this Article.

Section 6.5.Advance of Costs, Charges and Expenses.  Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Sections 6.1 and 6.2 of this Article in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director or officer in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that sum director or officer is not entitled to be indemnified by the Corporation as authorized in this Article.  Such costs, charges and expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may, in the manner set forth above, and upon approval of such director, officer, employee or agent of the Corporation, authorize the Corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

Section 6.6Procedure for Indemnification.  Any indemnification under Sections 6.1, 6.2 and 6.3, or advance of costs, charges and expenses under Section 6.5 of this Article, shall be

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made promptly, and in any event within sixty (60) days, upon the written request of the directors, officer, employee or agent.  The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer, employee or agent in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within sixty (60) days.  Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification by the Corporation shall be promptly paid by the Corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.5 of this Article where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Sections 6.1 or 6.2 of this Article, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the applicable, standard of conduct set forth in Sections 6.1 or 6.2 of this Article, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.7Other Rights; Continuation of Right to Indemnification.  The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the estate, heirs, executors and administrators of such person.  All rights to indemnification under this Article shall be deemed to be a contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall not in any way diminish any rights to indemnification of such director, officer, employee or agent or the obligations of the Corporation arising hereunder.

Section 6.8Insurance.  The Corporation may, but shall have no obligation to, purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation, or another corporation, partnership, joint venture, trust or other enterprise at the request of the Corporation, against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.  Such insurance, if made available, shall be on terms acceptable to the Board of Directors, which determination shall be made by a vote of a majority of the entire Board of Directors.

Section 6.9Savings Clause.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless

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indemnify each director, officer, employee and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated, and to the full extent permitted by applicable law.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 7.1Registered Office and Agent.  The registered office of the Corporation shall be located at the office of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801 and said corporation shall be the registered agent of this Corporation at such office.  The Corporation may have other offices, either within or without the State of Delaware, at such place or places as shall be determined from time to time by the Board of Directors or as the business of the Corporation may require.

Section 7.2Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 7.3Corporate Seal.  The seal of the Corporation shall be circular in form and contain the name of the Corporation and the year and state of its incorporation.  Such seal may be altered from time to time at the discretion of the Board of Directors.

Section 7.4Voting of Stock.  Unless otherwise specifically directed by the Board of Directors, all stock owned by the Corporation, other than stock of the Corporation, shall be voted on behalf of the Corporation, in person or by proxy, by the Chairman of the Board, the President or any Vice President of the Corporation.  The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

Section 7.5Record Dates.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.

Section 7.6Uncertificated Shares.  Subject to any conditions imposed by law or by the Certificate of Incorporation, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the

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Corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law of the State of Delaware.

Section 7.7Exclusive Forum.  Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws (as any may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the State of Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants therein.  Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.7.

Section 7.8Amendments.  All Bylaws of the Corporation may be amended or repealed, and new Bylaws may be made, by an affirmative majority of the votes cast at any annual or special stockholders’ meeting by holders of outstanding shares of stock of the Corporation entitled to vote, or by an affirmative vote of a majority of the directors present at any organizational, regular or special meeting of the Board of Directors.

ARTICLE VIII
AUSTRALIAN SECURITIES EXCHANGE LISTING RULES

Section 8.1Australian Securities Exchange Listing Rules.  While the Corporation is on the official list of the Australian Securities Exchange, the following rules shall apply: (i) notwithstanding anything contained in these Bylaws, if the official listing rules of the Australian Securities Exchange (the “Listing Rules”) prohibit an act being done, the act shall not be done; (ii) nothing contained in these Bylaws prevents an act being done that the Listing Rules require to be done; (iii) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); (iv) if the Listing Rules require these Bylaws to contain a provision and these Bylaws do not contain such a provision, these Bylaws shall be treated as containing that provision; (v) if the Listing Rules require these Bylaws not to contain a provision and these Bylaws contain such a provision, these Bylaws shall be treated as not containing that provision; and (vi) if any provision of these Bylaws is or becomes inconsistent with the Listing Rules, these Bylaws shall be treated as not containing that provision to the extent of such inconsistency.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-00405, No. 333-156433, No. 333-119661, No. 333-134208, No. 333-193075 and No. 333-196881) and Form S-3 (No. 333-184175, No. 333-187964, No. 333-195605 and No. 333-196880) of Uranium Resources, Inc. of our report dated September 30, 2015, relating to our audit of the consolidated statements of financial position of Anatolia Energy Limited as of June 30, 2015 and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended.

/s/ Moore Stephens Perth

Perth, Australia

November 9, 2015

EX-99.1

Exhibit 99.1

Level 3, 12 St Georges Terrace
Perth, WA 6000

PO Box 5785, St Georges Terrace,
WA 6831

T+61 (0)8 9225 5355

F+61 (0)8 9225 6181

www.moorestephenswa.com.au

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Anatolia Energy Limited

We have audited the accompanying consolidated statements of financial position of Anatolia Energy Limited (the “Company”) as of June 30, 2015 and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“US GAAS”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anatolia Energy Limited at June 30, 2015 and the consolidated results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ Moore Stephens Perth

Perth, Australia

September 30, 2015

Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens ABN 16 874 357 907. An independent member of Moore Stephens International Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a partner or agent of any other Moore Stephens firm.

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
	Note	2015$		2014$
Income	3(a)	440,295		59,597
Consulting fees		(383,262	)	(257,965	)
Directors and company secretarial fees		(257,859	)	(233,517	)
Travel expenses		(235,705	)	(137,401	)
Share based payments		(161,884	)	(335,964	)
Other expenses from continuing operations	3(b)	(1,374,185	)	(1,223,449	)
Loss before income tax expense		(1,972,600	)	(2,128,699	)
Income tax expense	4	—		—
Loss for the year		(1,972,600	)	(2,128,699	)
Loss attributable to non-controlling interests		—		2,546
Loss attributable to members of the parent entity		(1,972,600	)	(2,126,153	)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		980,860		(27,035	)
Total comprehensive loss for the period		(991,740	)	(2,153,188	)
Total comprehensive loss attributable to:
Members of the parent entity		(991,740	)	(2,153,188	)
Non-controlling interest		—		(2,546	)
		(991,740	)	(2,155,734	)
Earnings per share for loss attributable to the ordinary equity holders of the Company
- basic and diluted loss per share (cents per share)	5	(0.67	)	(1.00	)

The above financial statements should be read in conjunction with the accompanying notes.

2

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
	Note	2015$		2014$
Current Assets
Cash and cash equivalents	6	2,064,428		1,167,851
Trade and other receivables	7	58,928		57,179
Prepayments		30,986		50,055
Total Current Assets		2,154,342		1,275,085
Non-Current Assets
Exploration and evaluation assets	8	22,688,259		17,698,795
Plant and equipment	9	51,821		85,863
Other non-current assets	10	784,005		467,309
Total Non-Current Assets		23,524,085		18,251,967
Total Assets		25,678,427		19,527,052
Current Liabilities
Trade and other payables	11	637,251		309,930
Interest-bearing liabilities	12	970,009		—
Total Current Liabilities		1,607,260		309,930
Total Liabilities		1,607,260		309,930
Net Assets		24,071,167		19,217,122
Equity
Contributed equity	13	62,300,664		56,688,422
Reserves		4,139,607		2,925,204
Accumulated losses		(42,428,186	)	(40,455,586	)
Parent Interest		24,012,086		19,158,040
Non-controlling interest		59,082		59,082
Total Equity		24,071,167		19,217,122

The above financial statements should be read in conjunction with the accompanying notes.

3

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2015

	Issuedcapital$		Option premium reserve$	Option reserve$	Convertible Note reserve$	Foreign currency translation reserve$		Accumulated losses$		Non- controlling interests$		Totalequity$
Balance at 1 July 2013	51,794,473		—	2,340,655	—	275,620		(38,329,433	)	61,628		16,142,943
Loss attributable to members of the parent entity	—		—	—	—	—		(2,126,153	)	—		(2,126,153	)
Net loss for the period	—		—	—	—	—		(2,126,153	)	—		(2,126,153	)
Other comprehensive income for the year	—		—	—	—	(27,035	)	—		—		(27,035	)
Loss attributable to minority shareholders	—		—	—	—	—		—		(2,546	)	(2,546	)
Contributions of equity	5,200,000		—	—	—	—		—		—		5,200,000
Capital raising costs	(306,051	)	—	—	—	—		—		—		(306,051	)
Share-based payment expense	—		—	335,964	—	—		—		—		335,964
Balance at 30 June 2014	56,688,422		—	2,676,619	—	248,585		(40,455,586	)	59,082		19,217,122
Balance at 1 July 2014	56,688,422		—	2,676,619	—	248,585		(40,455,586	)	59,082		19,217,122
Loss attributable to members of the parent entity	—		—	—	—	—		(1,972,600	)	—		(1,972,600	)
Net loss for the period	—		—	—	—	—		(1,972,600	)	—		(1,972,600	)
Other comprehensive income for the year	—		—	—	29,991	980,860		—		—		1,010,851
Contributions of equity	6,000,000		41,667	—	—	—		—		—		6,041,667
Capital raising costs	(387,758	)	—	—	—	—		—		—		(387,758	)
Share-based payment expense	—		—	161,885	—	—		—		—		161,885
Balance at 30 June 2015	62,300,664		41,667	2,838,504	29,991	1,229,445		(42,428,186	)	59,082		24,071,167

The above financial statements should be read in conjunction with the accompanying notes.

4

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2015

		Consolidated
	Note	2015$		2014$
Cash Flows from Operating Activities
Payments to suppliers		(954,723	)	(1,735,129	)
Net Cash Outflow from Operating Activities	6	(954,723	)	(1,735,129	)
Cash Flows from Investing Activities
Interest received		51,747		91,327
Proceeds from sale of financial instrument		375,000		—
Exploration and evaluation costs		(5,173,640	)	(3,425,803	)
Payments for property, plant and equipment	9	(14,050	)	(46,473	)
Net Cash Outflow from Investing Activities		(4,760,943	)	(3,380,949	)
Cash Flows from Financing Activities
Proceeds from issue of securities	13	6,000,000		5,200,000
Share issue costs	13	(387,758	)	(306,051	)
Proceeds from issue of convertible note	12	1,000,000		—
Net Cash Inflow from Financing Activities		6,612,242		4,893,949
Net increase/(decrease) in cash and cash equivalents		896,577		(222,129	)
Cash and cash equivalents at beginning of the financial year		1,167,851		1,392,762
Effects of exchange rate changes on cash and cash equivalents		—		(2,782	)
Cash at the End of the Financial Year	6	2,064,428		1,167,851

The above financial statements should be read in conjunction with the accompanying notes.

5

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

1.CORPORATE INFORMATION

The financial report of Anatolia Energy Limited for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the directors on 30 September 2015.

The Company is incorporated in Australia, limited by shares and whose shares are publicly traded on the Australian Securities Exchange.

The registered office of the Company and principal place of business is Ground Floor, 10 Outram Street, West Perth WA 6005.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of accounting

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative announcements of the Australian Accounting Standards Board.

The financial report has also been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The financial report is presented in Australian dollars.

Going concern

The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

During the year ended 30 June 2015 the consolidated entity incurred a net loss after tax of $1,972,600 and a net cash outflow from operating activities of $954,723.  Notwithstanding this the directors consider the going concern basis to be  appropriate as they are confident of obtaining the required investor support  to ensure that the merger with URI will proceed following shareholder approval at the General Meeting  on 9 October 2015. The merger with URI should increase the resources available to Anatolia going forward, and also increase their capacity to raise capital going forward.

Should the merger not proceed, the Company will be required to undertake further capital raising in the short term to fund working capital and continue as a going concern. The Directors are confident that of the Company’s ability to successfully raise additional funds in the current market, and as such to continue as a going concern.

The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

6

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b)Statement of compliance

The financial report complies with Applicable Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

In the current year the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are effective for annual reporting periods beginning on 1 July 2014. None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2014 affected any of the amounts recognised in the current period or any prior period, although it caused minor changes to the Group’s disclosures.

The AASB has issued new, revised and amended standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Group follows:

The following standards, amendments to standards and interpretations were available for early adoption at 30 June 2015, but have not been applied in preparing this financial report.

(i)AASB 9: Financial Instruments and associated Amending Standards (applicable for the Group’s 30 June 2018 financial statements):

This Standard will be applicable retrospectively (subject to the comment on hedge accounting below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting. The Company has not yet determined the potential effect of the Standard.

(ii)Other standards no yet applicable

There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

(c)Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year.

(d)Principles of consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Anatolia Energy Limited) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

7

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d)Principles of consolidation (continued)

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

The names of the entities controlled by the Company are set out in Note 15 to the financial statements.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

(i)the consideration transferred;

(ii)any non-controlling interest (determined under either the full goodwill or proportionate interest method); and

(iii)the acquisition date fair value of any previously held equity interest;

over the acquisition date fair value of net identifiable assets acquired.

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.

Fair value remeasurements in any pre-existing equity holdings are recognised in profit or loss in the period in which they arise. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination.

8

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d)Principles of consolidation (continued)

Under the full goodwill method, the fair value of the non-controlling interests is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements.

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Goodwill is tested for impairment annually and is allocated to the Group’s cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored being not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

(e)Critical accounting estimates and judgments

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed as follows:

Capitalised Exploration and Evaluation Assets

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

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

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

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

(f)Revenue recognition

Interest

Revenue is recognised as interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

Dividend revenue

Dividend revenue is recognised in the Statement of Profit or Loss and Other Comprehensive Income when the right to receive a dividend has been established.

(g)Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income.

9

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(g)Tax (continued)

The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax assets can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

(i)when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

(ii)receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance sheet.

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(h)Cash and cash equivalents

Cash and short term deposits in the Balance Sheet comprise cash on hand, in banks and money market investments readily convertible into cash within 2 working days. For the purposes of the Cash Flow Statement, cash includes cash on hand, in banks, and money market investments readily convertible into cash within 2 working days, net of outstanding bank overdrafts.

(i)Trade and other receivables

Trade receivables are recognised and carried at original invoice less an allowance for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off when identified.

(j)Investments

Investments in subsidiaries are carried at lower of cost and recoverable amount. Refer to Note 2(l) for Group’s accounting policy on impairment of assets.

10

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(k)Inventories

All inventories are classified as current and measured at the lower of cost and net realisable value. Costs are assigned on the basis of weighted average cost.

(l)Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value.

In such cases the asset is tested for impairment as part of the cash-generating unit. If this value exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value is use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at a revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indications exist, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(m)Investment in associates

Associates are companies in which the Group has significant influence through holding, directly or indirectly, 20% or more of the voting power of the Group. Investments in associates are accounted for in the financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate company. In addition, the Group’s share of the profit or loss of the associate company is included in the Group’s profit or loss.

The carrying amount of the investment includes goodwill relating to the associate. Any discount on acquisition whereby the Group’s share of the net fair value of the associate exceeds the cost of investment is recognised in profit or loss in the period in which the investment is acquired.

Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate. When the associate subsequently makes profits, the Group will resume recognising its share of those profits once its share of the profits equals the share of the losses not recognised.

The Group’s interests in joint venture entities are recorded using the equity method of accounting in the consolidated financial statements.

Where the Group contributes assets to the joint venture or if the Group purchases assets from the joint venture, only the portion of the gain or loss that is not attributable to the Group’s share of the joint venture shall be recognised. The Group recognises the full amount of any loss when the contribution results in a reduction in the net realisable value of current assets or an impairment loss.

11

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(n)Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.

Depreciation is calculated on a straight-line basis on all property, plant and equipment. Major depreciation periods are:

	2015	2014
Leasehold Improvements	40 years	40 years
Plant & equipment	3-10 Years	3-10 Years
Office furniture & fixtures	3-15 Years	3-15 Years
Software	3-6 Years	3-6 Years

Impairment

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any indication of impairment exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(o)Exploration and development expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(p)Borrowing costs

Borrowing costs are recognised as an expense when incurred.

12

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(q)Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and the benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased term, are recognised as an expense on a straight-line basis. Contingent rentals are recognised as an expense in the financial year in which they are incurred.

Finance leases

Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments. A lease liability of equal value is also recognised.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in the Income Statement. The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements, and amortised over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter.

(r)Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the group prior to the end of the period that are unpaid and arise when the group becomes obliged to make future payments in respect of the purchase of these goods and services.

(s)Interest bearing liabilities

All borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process.

(t)Employment benefits

Short-term benefits

Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

Other long-term benefits

Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.

The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions.

13

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Retirement benefit obligations

All Australian-based employees of the Group receive defined contribution superannuation entitlements, for which the Group pays the fixed superannuation guarantee contribution (9.5% of the employee’s average ordinary salary for the year ended 30 June 2015) to the employee’s superannuation fund of choice. All contributions in respect of employees’ defined contribution entitlements are recognised as an expense when they become payable. The Group’s obligation with respect to employees’ defined contribution entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the end of the reporting period. All obligations for unpaid superannuation guarantee contributions are measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as current liabilities in the Group’s statement of financial position.

Termination benefits

When applicable, the Group recognises a liability and expense for termination benefits at the earlier of: (a) the date when the Group can no longer withdraw the offer for termination benefits; and (b) when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities and Contingent Assets and the costs include termination benefits. In either case, unless the number of employees affected is known, the obligation for termination benefits is measured on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the (undiscounted) amounts expected to be paid. All other termination benefits are accounted for on the same basis as other long-term employee benefits.

Equity-settled compensation

Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.

(u)Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction, net of tax, of the share proceeds received.

(v)Earnings per share

Basic earnings per share is determined by dividing net profit/loss attributable to members of the Company, excluding any costs of servicing equity (other than dividends), by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share is calculated as net profit attributable to members of the Company, adjusted for:

(i)Costs of servicing equity (other than dividends)

(ii)The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses

(iii)Other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

14

3.INCOME AND EXPENSES

	Consolidated
	2015$	2014$
(a)Income
Profit on sale of financial instrument	333,333	—
Interest income	90,485	55,960
Sundry income	16,477	3,637
	440,295	59,597
(b)Other expenses
Administration expenses	58,010	131,615
Conference expenses	15,288	27,226
Depreciation and amortisation expense	39,828	39,131
Foreign exchange loss	—	147,833
Impairments	198,226	159,711
Insurance	19,919	27,741
Legal fees	40,276	95,315
Listing and share registry expenses	78,615	52,366
Occupancy costs	31,980	70,068
Other	488,994	344,130
Professional relations and marketing expenses	125,320	69,932
Statutory compliance	70,409	58,381
Scheme of arrangement	207,320	—
	1,374,185	1,223,449

4.INCOME TAX EXPENSE

	Consolidated
	2015$	2014$
(a)Income tax expense:
The major components of income tax expense are:
Current tax	—	—
Deferred tax	—	—
Income tax expense reported in profit or loss	—	—

15

4.INCOME TAX EXPENSE (continued)

	Consolidated
	2015$		2014$
(b)Numerical reconciliation of income tax expense recognised in profit or loss and tax expense calculated at the statutory tax rate
Accounting loss from continuing operations before income tax	(1,972,600	)	(2,126,153	)
At the parent entity’s statutory tax rate of 30% (2014: 30%)	(591,780	)	(637,846	)
Non-deductible expenses	—		—
Foreign tax credits	—		—
Adjustment for foreign income tax rates	—		2,316
Deferred tax assets/(liabilities) not recognised	(48,396	)	(64,036	)
Current year tax losses not recognised	640,176		699,566
Aggregate income tax expense	—		—

(c)Tax losses

The Group has tax losses for which no deferred tax asset is recognised on the balance sheet that are available indefinitely for offset against future taxable income, subject to continuing to meet relevant statutory tests. As at 30 June 2015 the total revenue losses carried forward were estimated to be approximately $8,863,000. Tax losses incurred prior to 30 June 2010 have been forfeited as the company failed the continuity of ownership test and same business test as required by the Australian taxation legislation in order to utilise company tax losses.

(d)Unrecognised temporary differences

At 30 June 2015, the Group has temporary differences for which a deferred tax asset has not been recognised of approximately $161,321 (2014: $169,614). These temporary differences exclude unused tax losses (see Note 4(c)).

(e)Tax consolidation

Effective from 1 July 2003, Anatolia Energy Ltd and its 100% owned Australian resident subsidiaries formed a tax consolidated group under tax consolidation legislation. Anatolia Energy Ltd is the head entity of the tax consolidate group. Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity. No deferred tax assets have been recognised with respect to unused tax losses as it is not probable that they will be recoverable in the future.

To date, there is no tax sharing agreement in place for tax liabilities incurred.

Under the terms of the tax funding agreement, Anatolia Energy Ltd and each of the entities in the income tax consolidated group has agreed to pay a tax equivalent payment to or from the head entity, based on the current tax liability or current tax asset of the entity. Such amounts are reflected in the amount receivable or payable to the other entity in the tax consolidated group.

Anatolia Uranium Pty Ltd is not currently eligible to join the tax consolidated group due to a non-resident interposed entity. Anatolia Uranium (BVI) Ltd, Mozawl Mining, Constellres Limited and A Dur Madencilik Ltd Sti are not members of the tax consolidated group, as they are not Australian resident companies and Mozawl Mining is also not wholly owned.

16

5.EARNINGS PER SHARE

	Consolidated
	2015$		2014$
Loss attributable to ordinary equity holders of the parent	(1,972,600	)	(2,126,153	)
Net loss for the period	(1,972,600	)	(2,126,153	)
Weighted average number of ordinary shares for basic loss per share	294,193,224		213,620,271
Basic and diluted loss per share (cents per share)	(0.67	)	(1.00	)
Basic and diluted loss per share attributable to ordinary equity holders of the parent	(0.67	)	(1.00	)

At 30 June 2015 there were a total of 52,400,000 (2014: 12,234,000) unlisted vested options on issue and 47,917,750 (2014: 47,917,750) listed options on issue. Refer to Note 13 for details on these options.

The total number of potential ordinary shares that are anti-dilutive is 100,317,750 (2014: 60,151,750).

6.CASH AND CASH EQUIVALENTS

	Consolidated
	2015$	2014$
Current
Cash at bank and on hand	2,064,428	1,167,851
	2,064,428	1,167,851
Reconciliation to cash flow statement
For the purposes of the cash flow statement, cash and cash equivalents consist of the following at 30 June:
Cash at bank and on hand	1,564,428	112,985
Term deposits	500,000	1,054,866
	2,064,428	1,167,851

Cash at bank and term deposits earn interest at floating rates based on the bank’s variable interest rate and the cash balance. Interest rates during the 2015 financial year varied between 0% to 3.60% in Australia and 0% to 2% in Turkey (2014: 0% to 10.25%).

17

6.CASH AND CASH EQUIVALENTS (continued)

	Consolidated
	2015$		2014$
Reconciliation of net loss after tax to cash flows from operations
Net loss	(1,972,600	)	(2,126,153	)
Depreciation and amortisation	39,628		39,131
Loss attributable to minority equity interest	—		(2,546	)
Interest received	(84,701	)	(55,960	)
Impairments	198,226		159,711
Share option expenses	161,884		335,964
Foreign exchange translations	(6,286	)	71,966
Changes in assets and liabilities
(Increase)/Decrease in other operating receivables	(1,749	)	273,926
(Increase)/Decrease in prepayments	34,042		(24,026	)
((Increase)/Decrease in other non-current assets	(316,696	)	(467,309	)
(Decrease)/Increase in trade creditors and accruals	993,529		60,167
Net cash used in operating activities	(954,723	)	(1,735,129	)

7.TRADE AND OTHER RECEIVABLES

	Consolidated
	2015$	2014$
Current
GST receivable	35,866	37,927
Other receivables	23,062	19,252
	58,928	57,179

Trade and other receivables mostly comprise of Goods and Services Tax receivable from Australian operations. As the Group only trades with recognised third parties, there is no requirement for collateral.

18

8.EXPLORATION AND EVALUATION ASSETS

	Consolidated
	2015$		2014$
Non-current
Balance at 1 July	17,698,795		14,685,260
Expenditure incurred	5,173,640		3,173,246
Less: impairment expense	(184,176	)	(159,711	)
	22,688,259		17,698,795

The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective area of interest.

Capitalised costs amounting to $5,173,640 (2014: $3,425,803) have been included in cash flows from investing activities in the statement of cash flows.

9.PROPERTY, PLANT AND EQUIPMENT

	Consolidated
	2015$		2014$
Non-current
Leasehold improvements, at cost	2,898		2,898
Less: Accumulated depreciation	(117	)	(44	)
Less: Impairment expense	(2,781	)	—
	—		2,854
Plant and equipment, at cost	120,395		102,618
Less: Accumulated depreciation	(90,808	)	(56,259	)
Less: Impairment expense	(11,269	)	—
	18,318		46,359
Furniture and fittings, at cost	102,465		71,471
Less: Accumulated depreciation	(68,962	)	(34,821	)
	33,503		36,650
Total property, plant and equipment	51,821		85,863

19

9.PROPERTY, PLANT AND EQUIPMENT (continued)

Movements in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year were as follows:

	Leasehold Improvements		Plant and Equipment		Furniture and Fittings		Total
Carrying amount at 1 July 2013	—		38,184		40,850		79,034
Additions	2,898		31,519		12,056		46,473
Disposals	—		—		—		—
Foreign exchange movements	—		(183	)	(330	)	(513	)
Depreciation expense	(44	)	(23,161	)	(15,926	)	(39,131	)
Balance at 30 June 2014	2,854		46,359		36,650		85,863
Additions	—		2,181		10,835		13,016
Disposals	—		—		—		—
Foreign exchange movements	—		2,962		3,858		6,820
Impairment	(2,781	)	(11,269	)	—		(14,050	)
Depreciation expense	(73	)	(21,915	)	(17,840	)	(39,828	)
Balance at 30 June 2015	—		18,318		33,503		51,821

10.OTHER NON-CURRENT ASSETS

	Consolidated
	2015$	2014$
Non-current
VAT refundable	779,122	467,309
Prepayments	4,883	—
	784,005	467,309

Other non-current assets comprise of Value Added Tax receivable from Turkish operations.

11.TRADE AND OTHER PAYABLES

	Consolidated
	2015$	2014$
Current
Trade creditors	328,100	259,912
Other creditors and accruals	309,151	50,018
	637,251	309,930

The above trade and other payables carry the following terms and conditions:

·Trade creditors are non-interest bearing and are generally cleared on 30 to 60 day terms.

·Other creditors are non-interest bearing and have payment terms of between 30 and 90 days.

20

12.INTEREST-BEARING LIABILITIES

	Consolidated
	2015$		2014$
Current
Convertible Loan	970,009		—
	970,009		—
Summary of balance
Convertible loan — face value	1,000,000		—
Amount classified as equity	(29,991	)	—
Carrying amount of liability	970,009		—

Terms and conditions

On 23 June 2015, the Company entered into a Convertible Loan Agreement with Uranium Resources Inc. for a secured loan of up to A$2,000,000 which is available for drawdown in two tranches of up to A$1,000,000 each. The first tranche was drawn down on 26 June 2015 and the second tranche is available after September 2015.

Maturity:	31 December 2015
Conversion price:	A$0.08 per share
Conversion terms:	- Change of control of Anatolia;
	- Anatolia shareholders vote against the merger with Uranium Resources Inc.; or
	- The merger does not otherwise close by 30 December 2015.
Interest:	12% p.a.
Interest payment:	Cash or shares in the form of Anatolia shares valued at the 20-day VWAP of Anatolia at the time of the interest payment, at the election of Uranium Resources Inc.
Repayment:	- Within 4 months of the termination date should the merger be terminated;
	- Immediately upon change of control of Anatolia; or
	- If during conversion period, Uranium Resources Inc., can elect for conversion into Anatolia shares.
Security:	35% of the shares held in Anatolia Uranium Pty Ltd

21

13.CONTRIBUTED EQUITY

	Consolidated
	2015$	2014$
(a)Ordinary shares
Ordinary shares	62,300,664	56,688,422

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

	Number	$
Movement in ordinary shares on issue
At 1 July 2014	234,741,169	56,688,422
Share placements (i)	75,000,000	6,000,000
Share issue costs	—	(387,758	)
At 30 June 2015	309,741,169	62,300,664

(i)During the 2015 financial year, the Company raised $6,000,000 (before costs) from the following:

a.On 3 September 2014, the Company issued 50,000,000 fully paid ordinary shares at 8.0 cents per share.

b.On 8 October 2014, the Company issued 25,000,000 fully paid ordinary shares at 8.0 cents per share.

	Number	$
(b)Listed options
At 1 July 2014	47,917,750	—
At 30 June 2015	47,917,750	—

All listed options are exercisable at $0.18 with an expiry date of 15 June 2017.

	Number		$
(c)Unlisted options — vested and exercisable
At 1 July 2014	12,234,000		—
Options issued (ii)	48,583,333		41,667
Options expired (iii)	(8,417,333	)	—
At 30 June 2015 (i)	52,400,000		41,667

At 30 June 2015 the following unlisted options were on issue:

(i) Unlisted options on issue are exercisable as follows:

400,000 options exercisable at $0.08 with an expiry date of 30 November 2017. These options were issued pursuant to shareholder approval at the Annual General Meeting held on 30 November 2012 and are fully vested.

22

13.CONTRIBUTED EQUITY (continued)

(c)Unlisted options — vested and exercisable (continued)

(i) Unlisted options on issue are exercisable as follows (continued):

1,000,000 options exercisable at $0.065 with an expiry date of 30 November 2017. These options were issued pursuant to shareholder approval at the Annual General Meeting held on 30 November 2012 and fully vested on 1 August 2014.

10,750,000 options exercisable at $0.05 with an expiry date of 28 November 2018. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan on 23 January 2014 following approval in the Company’s Annual General Meeting on 29 November 2013.

37,500,000 options exercisable at $0.12 with an expiry date of 30 September 2016. These options were issued pursuant to a placement to sophisticated investors on 15 October 2014 following approval at a General Meeting on 8 October 2014.

1,000,000 options exercisable at $0.08 with an expiry date of 6 March 2017. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan.

1,000,000 options exercisable at $0.09 with an expiry date of 2 March 2018. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan.

750,000 options exercisable at $0.12 with an expiry date of 8 October 2019. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan on 8 October 2014 following approval in the Company’s General Meeting on 8 October 2014.

(ii) Unlisted options issued as follows:

37,500,000 options exercisable at $0.12 with an expiry date of 30 September 2016. These options were issued pursuant to a placement to sophisticated investors on 15 October 2014 following approval at a General Meeting on 8 October 2014.

750,000 options exercisable at $0.12 with an expiry date of 8 October 2019. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan on 8 October 2014 following approval in the Company’s General Meeting on 8 October 2014.

1,000,000 options exercisable at $0.08 with an expiry date of 6 March 2017. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan.

1,000,000 options exercisable at $0.09 with an expiry date of 2 March 2018. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan.

8,333,333 options exercisable at $0.08 with an expiry date of 31 March 2015. These options were issued for cash in consideration for Azarga Resources agreeing to amend the Put Option Agreement.

(iii) Unlisted options expired as follows:

8,333,333 options exercisable at $0.08 with an expiry date of 31 March 2015.

84,000 options exercisable at $0.18 with an expiry date of 14 November 2014.

(iii) Unlisted options — unvested

250,000 options exercisable at $0.12 with an expiry date of 8 October 2019. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan on 8 October 2014 following approval in the Company’s General Meeting on 8 October 2014.

500,000 options exercisable at $0.09 with an expiry date of 28 February 2019. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan on 10 March 2015.

1,000,000 options exercisable at $0.08 with an expiry date of 20 January 2020. These options were issued pursuant to the Company’s Executive and Non-Executive Incentive Options Plan on 10 March 2015.

23

13.CONTRIBUTED EQUITY (continued)

	Number	$
(d)A Class Performance Shares
At 1 July 2014	11,692,202	—
At 30 June 2015	11,692,202	—

The A Class Performance Shares are convertible to 10,631,375 ordinary shares upon achievement of milestones prior to 10 February 2016.

	Number	$
(e)D Class Performance Shares
At 1 July 2014	50	—
At 30 June 2015	50	—

The D Class Performance Shares are convertible to 2,109,500 ordinary shares at the holder’s discretion prior to 14 January 2016.

(f)Capital Management

Given the current changing nature of the operations of the Company, the short term gearing objective is for minimal or no debt with all working capital requirements to be met from fresh issues of equity to retail and sophisticated investors.

The company does not propose to pay any dividend for 2015 and considers it unlikely that an interim dividend will be paid during the 2016 financial year.

14.FINANCIAL INSTRUMENTS

The Group’s principal financial instruments comprise cash and cash equivalents raised from issuing equity instruments and a convertible loan. The main purpose of these financial instruments is to finance the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. When necessary, the Group may also enter into short term financing transactions, principally debtor factoring, in order to manage cash flows arising from the Group’s operations. It is, and has been throughout the financial year, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are cash flow interest rate risk, liquidity risk and credit risk.

The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:

	Consolidated
	2015$	2014$
Financial assets
Cash and cash equivalents	2,064,428	1,167,851
Trade and other receivables	22,257	19,251
Total financial assets	2,086,685	1,187,102
Financial liabilities
Trade and other payables	637,251	309,930
Interest-bearing liabilities	970,009	—
Total financial liabilities	1,607,260	309,930

24

14.FINANCIAL INSTRUMENTS (continued)

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to these financial statements.

Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows. The Group’s exposure to interest rate risk relates primarily to cash and cash equivalents. The majority of the Group’s cash and cash equivalents is invested with Australian financial institutions. Interest rate risk relating to trade and other payables is not significant and would result in an immaterial impact if interest rates had moved.

At balance date, the Group had the following financial assets exposed to variable interest rate risk that are not designated in cash flow hedges:

	Consolidated
	2015$		2014$
Financial assets
Cash and cash equivalents (i)	2,064,428		1,167,851
Financial liabilities
Convertible loan (note 12)	(970,009	)	—
Net exposure	1,094,419		1,167,851

(i)Cash and cash equivalents earn interest at floating rates based on the bank’s variable interest rate and the cash balance. Interest rates during the 2015 financial year varied between 0% and 3.6% (2014: 0% and 10.25%).

At 30 June 2015, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax loss and equity would have been affected as follows:

	Consolidated
	Loss(Higher) / Lower$		Equity(Higher) / Lower$
Year ended 30 June 2015
+1% (100 basis points)	10,944		(10,944	)
-1% (100 basis points)	(10,944	)	10,944
Year ended 30 June 2014
+1% (100 basis points)	11,679		(11,679	)
-1% (100 basis points)	(11,679	)	11,679

Credit risk

Credit risk arises from the financial assets of the Group, which primarily comprises cash and cash equivalents and trade and other receivables. Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to financial loss to the Group. The maximum exposure is equal to the carrying amount of these assets as indicated in the statement of financial position.

25

14.FINANCIAL INSTRUMENTS (continued)

Credit risk (continued)

The Group manages this risk by investing with recognised credit worthy third parties. Cash and cash equivalents are usually spread amongst a number of financial institutions all of which have credit ratings of AA- or better, to minimise the risk of counterparty default. At year end, the majority of cash and cash equivalents are held by two financial institutions with a credit rating of AA.

The following table provides information regarding the credit risk relating to cash and cash equivalents based on Standards & Poor’s counterparty credit ratings.

	Consolidated
	2015$	2014$
Cash and cash equivalents
AA rating	—	—
AA- rating	1,873,523	1,127,342
A1 rating	—	—
BB+ rating	190,905	40,509
	2,064,428	1,167,851

	Consolidated
	2015$	2014$
Trade and other receivables
Not rated	22,257	19,251
	22,257	19,251

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

26

14.FINANCIAL INSTRUMENTS (continued)

Liquidity risk (continued)

The Group’s policy is to ensure that trade debtors are repaid and managed within normal industry trading terms.

	Expiring within 1 year
	2015$		2014$
Financial assets
Cash and cash equivalents	2,064,428		1,167,851
Trade and other receivables	22,257		19,251
Total financial assets	2,086,685		1,187,102
Financial liabilities
Trade and other payables	(637,251	)	(309,930	)
Interest-bearing liabilities	(970,009	)	—
	(1,607,260	)	(309,930	)
Net inflow on financial instruments	479,425		877,172

Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the Australian functional currency of the Group. With cash and exploration and evaluation assets being held by the Turkish subsidiary A Dur Madencilik Ltd Sti, fluctuations in the exchange rates may impact on the Group’s financial results.

The Group has not entered into any derivative financial instruments to hedge such transactions.

The following table shows the foreign currency risk on the financial assets and liabilities of the Group’s operations denominated in currencies other than Australian dollars:

	Consolidated
	2015$AUD		2014$AUD
Financial assets
Cash and cash equivalents — Turkish lira	190,905		40,509
Trade and other payables — Turkish lira	(158,666	)	(31,619	)
Net exposure	32,239		8,890

Fair values

All financial assets and liabilities recognised in the statement of financial position, whether they are carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable notes.

27

15.RELATED PARTY DISCLOSURES

(a)Controlled entities consolidated

The consolidated financial statements include the financial statements of Anatolia Energy Limited and the subsidiaries listed in the table below.

	Country of	Class of	% Equity Interest
Name	Incorporation	Shares	2015	2014
Anatolia Uranium Pty Ltd	Australia	Ordinary	100	100
Anatolia Uranium (BVI) Pty Ltd	British Virgin Islands	Ordinary	100	100
Mozawl Mining	Mauritius	Ordinary	80	80
Constellres Ltd	Cyprus	Ordinary	100	100
A Dur Madencilik Ltd Sti	Turkey	Ordinary	100	100

Anatolia Energy Ltd acquired a total ownership interest of 100% in Anatolia Uranium Pty Ltd upon the merger of joint-venture partner Vetter Uranium Ltd into wholly-owned subsidiary Anatolia Uranium (BVI) Ltd on 30 April 2013. Anatolia Energy Ltd retains a 35% direct interest in Anatolia Uranium Pty Ltd and holds a 65% indirect interest through the company’s interest in Anatolia Uranium (BVI) Ltd.

Anatolia Uranium Pty Ltd holds a 100% ownership interest in A Dur Madencilik Ltd Sti, a company incorporated in Turkey which holds the licence and mining tenement for the Temrezli uranium project.

(b)Related party transactions

Transactions with key management personnel are included in the Remuneration Report in the Directors’ Report.

16.COMPENSATION OF KEY MANAGEMENT PERSONNEL

For details of remuneration paid or payable to each member of the Group’s key management personnel for the year ended 30 June 2015, refer to the remuneration report.

	Consolidated
	2015$	2014$
Short-term	454,202	204,484
Post-employment	132,917	—
Equity-settled share based payments	68,134	258,348
Total	655,253	462,832

28

17.EVENTS SUBSEQUENT TO THE REPORTING DATE

Significant activities which occurred after the reporting date include:

(i) On 17 July 2015, the Company issued 2,109,500 fully paid ordinary shares on conversion of Class D performance shares.

(ii) On 4 September 2015, the Federal Court of Australia ordered the convening of Scheme Meetings to enable all securityholders to vote on the proposed merger with URI by way of Scheme of Arrangement.

(iii) On 8 September 2015, the Company despatched the Scheme Booklet to its shareholders relating to the proposed acquisition of the Company by URI including a Notice of Scheme Meetings, a Notice of Shareholder General Meeting and a Notice of Performance Shareholder General Meeting to be held on 9 October 2015.

Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this report any matters or circumstances which significantly affected or could significantly affect the operations of the consolidated group, the results of the operations, or the state of affairs of the consolidated group in future financial years.

18.REMUNERATION OF AUDITORS

The auditor of Anatolia Energy Limited is Moore Stephens Chartered Accountants.

	Consolidated
	2015$	2014$
Amounts received or due and receivable by Moore Stephens for:
An audit or review of the financial report of the entity and any other entity in the consolidated group	36,500	46,700
	36,500	46,700

19.SEGMENT INFORMATION

During the 2015 financial year, the Group only operated in one operating segment, being minerals exploration in Turkey.

20.DIVIDENDS PAID OR PROPOSED

No dividends have been paid during the year ended 30 June 2015 (2014: Nil). No dividends are proposed for the year ended 30 June 2015 (2014: Nil).

21.COMMITMENTS

The Group has no commitments at 30 June 2015.

22.CONTINGENT LIABILITIES

The Company and the Group had no contingent liabilities at 30 June 2015.

29

23.SHARE BASED PAYMENTS

Summary of options granted

A total of 4,500,000 share options were granted during the year ended 30 June 2015 as share based payments. The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options issued in consideration for services received during the year ended 30 June 2015:

		2015			2014
	2015	WAEP		2014	WAEP
	Number	$		Number	$
Outstanding at the beginning of the year	12,150,000	(0.053	)	1,400,000	(0.069	)
Issue of options to key management personnel (i)	2,000,000	(0.10	)	8,250,000	(0.050	)
Issue of options for other services	2,500,000	(0.086	)	2,500,000	(0.050	)
Outstanding at the end of the year	16,650,000	(0.064	)	12,150,000	(0.053	)

The outstanding balance as at 30 June 2015 is 16,650,000 options (2014: 12,150,000). Options granted are expensed over the vesting period of the options. The amount expensed for share based payments during the financial year was $161,885.

The weighted average remaining contractual life of options outstanding at year-end was 4.25 years.

The weighted average fair value of options granted during the year was $0.0349. These values were calculated using the Binomial option pricing model using the following inputs:

·	Share price:	$0.06 - $0.08
·	Expected average life of the option:	1 - 3 years
·	Expected share price volatility:	100%
·	Risk-free interest rate:	2.25%

The expected volatility of the Company has been determined having regard to the historical volatility of the market price of the Company’s shares. The life of the options is based on the expected exercise patterns, which may not eventuate in the future.

(i)Unlisted options were approved for issue to the directors of the Company at the General Meeting held on 8 October 2014 and were subsequently issued on 9 October 2014. The exercise price, expiry date and vesting dates of the options are as follows:

Director	Number	Exercise Price		Expiry Date	Vesting Date
Patrick Burke	500,000	$	0.12	28 November 2018	8 October 2014
	250,000	$	0.12	28 November 2018	8 April 2015
	250,000	$	0.12	28 November 2018	8 October 2015
	1,000,000
Tom Young	1,000,000	$	0.08	20 January 2020	20 January 2016

30

24.PARENT ENTITY DISCLOSURES

As at, and throughout the financial year ended 30 June 2015, the parent company of the group was Anatolia Energy Limited.

	Consolidated
	2015$		2014$
Result of the parent entity
Profit/(loss) for the period	(1,434,891	)	(1,311,444	)
Other comprehensive income	—		—
Total comprehensive profit/(loss) for the period	(1,434,891	)	(1,311,444	)
Financial position of parent entity at year end
Current assets	1,925,500		1,194,500
Total assets	26,918,184		21,304,752
Current liabilities	1,443,657		241,119
Total liabilities	1,443,657		241,119
Total equity of the parent entity comprising of:
Share capital	62,300,664		56,688,422
Reserves	2,910,161		2,676,619
Retained earnings	(39,736,299	)	(38,301,408	)
Total equity	25,474,527		21,063,633

25.GUARANTEES

The Group and the parent entity have not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries.

26.CONTRACTUAL COMMITMENTS

At 30 June 2015 the consolidated group and the parent entity had not entered into any contractual commitments for the acquisition of property, plant and equipment (2014: nil).

31

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated financial statements have been prepared in connection with the acquisition of Anatolia Energy Ltd (“Anatolia”) by Uranium Resources Inc. (“URI”) (the “Transaction”). The following unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial statements of URI and Anatolia, and have been adjusted to reflect the Transaction.  The unaudited pro forma condensed consolidated balance sheet as of June 30, 2015 gives effect to the Transaction as if it had occurred on June 30, 2015.  The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 both give effect to the Transaction as if it had occurred on January 1, 2014. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and do not necessarily reflect the results of operations or the financial position of URI that actually would have resulted had the Transaction occurred at the dates indicated, or project the results of operations or financial position of URI for any future date or period.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of URI and Anatolia including the notes thereto, which are incorporated by reference or included as an exhibit to this Current Report on Form 8-K.

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

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

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

URANIUM RESOURCES, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheets as at June 30, 2015

(Expressed in thousands of dollars)

	Uranium Resources Inc.			Anatolia Energy Ltd. (under IFRS)			Note	U.S. GAAP adjustments			Anatolia Energy Ltd. (under U.S. GAAP)			Note	Pro Forma Adjustments			Pro Forma Consolidated Uranium Resources, Inc.
ASSETS				5(a)
Current Assets:
Cash and cash equivalents	$	4,485		$	1,587			—			$	1,587		5(g)	$	2,500		$	8,572
Short-term notes receivable	780			—				—			—			5(f)	(780		)	—
Prepaid and other current assets	766			69				—			69			5(g)	293			1,128
Total Current Assets	6,031			1,656				—			1,656				2,013			9,700
Property, plant and equipment, at cost:
Property, plant and equipment	98,415			17,614			4(a)	(11,996		)	5,618			5(b)	13,128			119,284
														5(g)	2,123
Less accumulated depreciation and impairment	(65,841		)	(134		)		—			(134		)		—			(65,975		)
Net property, plant and equipment	32,574			17,480				(11,996		)	5,484				15,251			53,309
Restricted cash	3,941			—				—			—				—			3,941
Other long-term receivables	—			603				—			603				—			603
Total Assets	$	42,546		$	19,739			$	(11,996	)	$	7,743			$	17,264		$	67,553
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	799		$	490			—			$	490			$	—		$	1,289
Accrued liabilities	1,863			746			4(b)	23			769			5(b)	1,286			5,364
														5(c)	2,215
														5(f)	(769		)
Current portion of asset retirement obligations	144			—				—			—				—			144
Total Current Liabilities	2,806			1,236				23			1,259				2,732			6,797
Asset retirement obligations, net of current portion	4,189			—				—			—				—			4,189
Convertible loan net of discount - related party	5,244			—				—			—				—			5,244
Other long-term liabilities and deferred credits	950			—				—			—				—			950
Total Liabilities	13,189			1,236				23			1,259				2,732			17,180
Commitments and Contingencies
Stockholders’ Equity:
Common stock	30			—				—			—			5(d)	21			51
Paid-in capital	240,052			50,128			4(b)	(23		)	50,105			5(d)	18,328			258,380
														5(e)	(50,105		)
Accumulated other comprehensive income	—			945			4(c)	(945		)	—				—			—
Accumulated deficit	(210,467		)	(32,615		)	4(a),4(c)	(11,051		)	(43,666		)	5(e)	43,666			(207,800		)
														5(c)	(2,249		)
														5(g)	4,916
Less: Treasury stock, at cost	(258		)	—				—			—				—			(258		)
Non-controlling interest	—			45				—			45			5(e)	(45		)	—
Total Stockholders’ Equity	29,357			18,503				(12,019		)	6,484				14,532			50,373
Total Liabilities and Stockholders’ Equity	$	42,546		$	19,739			$	(11,996	)	$	7,743			$	17,264		$	67,553

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

URANIUM RESOURCES, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations as for the six months ending June 30, 2015

(Expressed in thousands of dollars, except share and per share amount)

	Uranium Resources Inc.			Anatolia Energy Ltd. (under IFRS)			Note	U.S. GAAP adjustments			Anatolia Energy Ltd. (under U.S. GAAP)			Note	Pro Forma Adjustments		Pro Forma Consolidated Uranium Resources, Inc.
				5(h)
Operating Expenses:
Mineral property expenses	$	(2,101	)	$	—		4(d)	$	(1,742	)	$	(1,742	)		$	—	$	(3,843	)
General and administrative	(4,501		)	(457		)		—			(457		)	5(i)	1,037		(3,921		)
Accretion of asset retirement obligations	(225		)	—				—			—				—		(225		)
Depreciation and amortization	(169		)	(25		)		—			(25		)		—		(194		)
Impairment of mineral property	—			(20		)	4(e)	9			(11		)		—		(11		)
Total operating expenses	$	(6,996	)	$	(502	)		$	(1,733	)	$	(2,235	)		$	1,037	$	(8,194	)
Non-Operating Income/(Expenses):
Interest income/(expense)	$	(1,330	)	$	34			$	—		$	34			$	—	$	(1,296	)
Foreign currency exchange gain/(loss)	—			—			4(f)	169			169				—		169
Other income/(expense), net	13			(345		)		—			(345		)		—		(332		)
Total other expense	$	(1,317	)	$	(311	)		$	169		$	(142	)		$	—	$	(1,459	)
Net Loss	$	(8,313	)	$	(813	)		$	(1,564	)	$	(2,377	)		$	1,037	$	(9,653	)
Other Comprehensive Income
Exchange differences on translating foreign operations	—			169			4(f)	(169		)	—				—		—
Comprehensive Loss for the Period	$	—		$	(644	)		$	644		$	—			$	—	$	—
Basic and diluted loss per share	$	(0.15	)														$	(0.19	)
Weighted average shares outstanding	28,183,619													6			49,786,743

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

URANIUM RESOURCES, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations as for the year ending December 31, 2014

(Expressed in thousands of dollars, except share and per share amount)

	Uranium Resources Inc.			Anatolia Energy Ltd. (under IFRS)			Note	U.S. GAAP adjustments			Anatolia Energy Ltd. (under U.S. GAAP)			Note	Pro Forma Adjustments		Pro Forma Consolidated Uranium Resources, Inc.
				5(h)
Operating Expenses:
Mineral property expenses	$	(3,502	)	$	—		4(d)	$	(3,516	)	$	(3,516	)		$	—	$	(7,018	)
General and administrative	(9,132		)	(1,747		)		—			(1,747		)		—		(10,879		)
Accretion of asset retirement obligations	(425		)	—				—			—				—		(425		)
Depreciation and amortization	(331		)	(26		)		—			(26		)		—		(357		)
Impairment of mineral property	(160		)	(257		)	4(e)	257			—				—		(160		)
Total operating expenses	$	(13,550	)	$	(2,030	)		$	(3,259	)	$	(5,289	)		$	—	$	(18,839	)
Non-Operating Income/(Expenses):
Gain on derivatives	$	2,919		$	—			$	—		$	—			$	—	$	2,919
Interest income/(expense)	(2,368		)	64				—			64				—		(2,304		)
Foreign currency exchange gain/(loss)	—			(134		)	4(f)	450			316				—		316
Gain on nonmonetary exchange of assets	2,313			—				—			—				—		2,313
Other income/(expense), net	2			(9		)		—			(9		)		—		(7		)
Total other expense	$	2,866		$	(79	)		$	450		$	372			$	—	$	3,238
Net Loss	$	(10,684	)	$	(2,109	)		$	(2,808	)	$	(4,917	)		$	—	$	(15,601	)
Other Comprehensive Income
Exchange differences on translating foreign operations	—			450			4(f)	(450		)	—				—		—
Comprehensive Loss for the Period	$	—		$	(1,659	)		$	1,402		$	—			$	—	$	—
Basic and diluted loss per share	$	(0.44	)											6			$	(0.34	)
Weighted average shares outstanding	24,282,519																45,885,643

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

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

1.  Basis of Presentation

The unaudited pro forma condensed consolidated financial statements have been prepared in connection with the acquisition of Anatolia by URI. The unaudited pro forma condensed consolidated financial statements have been prepared for illustrative purposes only and give effect to the Transaction pursuant to the assumptions described in Notes 3, 4 and 5 to these unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as at June 30, 2015 gives effect to the proposed Transaction by URI as if it had occurred on June 30, 2015. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2014 and for the six months ended June 30, 2015 gives effect to the Transaction as if had occurred on January 1, 2014. Additionally, URI’s unaudited pro forma condensed consolidated balance sheet as of June 30, 2015 gives effect to URI’s divestiture of its Roca Honda Assets which closed on July 30, 2015 subsequent to June 30, 2015.  Anatolia’s financial statements are prepared under IFRS and have been conformed to U.S. GAAP for inclusion in these unaudited pro forma condensed consolidated financial statements. These adjustments are discussed in Note 4.

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

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

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

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

2.  Significant Accounting Policies

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

3.  Description of the Transactions

Acquisition of Anatolia Energy Ltd.

On June 3, 2015, URI entered into the Transaction Agreement with Anatolia pursuant to which URI agreed to acquire all of the issued and outstanding shares of common stock of Anatolia.  Under the terms of the Transaction Agreement, shareholders of Anatolia will receive 0.06579 common shares of URI for each ordinary share of Anatolia held. Each outstanding Anatolia performance share, listed option or unlisted option will automatically be converted into a performance share, listed option or unlisted option (as applicable) to acquire common shares of URI, on the same terms and conditions as were applicable to the performance share or option (as applicable) prior to the Transaction, except that the number of shares subject to the performance share or options and the exercise price of the performance share or options will be adjusted based on the fair value of the performance shares and options prior to the completion of the Transaction, as to preserve the economic value of such performance shares or options. Based on the outstanding shares of URI and Anatolia as at June 30, 2015, URI’s shareholders will own approximately 59% of the shares of URI upon completion of the transaction and Anatolia shareholders will own approximately 41% of the common shares of URI.

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

The cost of the Transaction will include the fair value of the issuance of 20,516,696 URI common shares of $16.2 million (based on the November 2, 2015 closing price of $0.79 for URI’s shares), and the issuance of 769,258 replacement performance shares and 6,973,314 replacement listed and unlisted options with a fair value of $2.1 million. In addition, URI estimates transaction costs of $3.1 million of which $0.9 million were incurred though June 30, 2015 and Anatolia transaction costs of $1.4 million, of which $0.1 million were incurred though June 30, 2015. These costs are not reflected in the unaudited pro forma condensed consolidated statement of operations as they are nonrecurring.

The Transaction will be accounted for as a business combination under U.S. GAAP. For the purposes of the unaudited pro forma condensed consolidated balance sheet, the value of the share consideration has been based on the closing price of URI’s shares on November 2, 2015 (the effective date of presentation of the Transaction for purposes of the unaudited pro forma condensed consolidated balance sheet). URI will value the share consideration component based on the closing price of URI’s shares on the date the Transaction closes, which may result in an increase or decrease in the consideration for accounting purposes. For every $0.01 change in share price of the URI, the purchase price will change by $0.2 million.

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

The preliminary allocation of fair value assumed in these unaudited pro forma condensed consolidated financial statements is as of June 30, 2015, subject to change and is summarized as follows:

Fair value of consideration:
Issuance of 20,516,696 shares of common stock of URI (1)	$	16,208
Issuance of 6,973,314 listed and unlisted options (2)	2,141
Total consideration	$	18,349
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	$	1,587
Prepaid and other current assets	69
Property, plant and equipment	18,612
Long-term receivables	603
Accounts payable	(490		)
Accrued liabilities and other	(2,032		)
Amount attributable to assets acquired	$	18,349

(1)20,516,696 shares of URI common stock at $0.79 per share (closing price as of November 2, 2015)

(2)The following weighted-average assumptions were used for the Black-Scholes option pricing model to calculate the $2.1 million fair value of the 6,973,314 listed and unlisted options to be issued in connection with the transaction:

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

Purchase and Exchange Agreement with Energy Fuels

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

A subsidiary of URI will also retain a 4% royalty on Section 17 of the Roca Honda project. The royalty can be repurchased by Energy Fuels upon payment to the URI subsidiary of $5.0 million cash at

any time at Energy Fuel’s sole discretion prior to the date on which the first royalty payment becomes due.

The divestiture of the Roca Honda Assets will be accounted for as a fixed asset disposal and the non-cash consideration received from Energy Fuels Inc. will be recorded at fair value.  The fair value assumed in these unaudited pro forma condensed consolidated financial statements is as of the date of closing, July 31, 2015, and is as follows:

(in thousands)	Fair Value
Cash	$	2,500
Energy Fuels Inc. common stock	293
Churchrock properties	2,123
Lance Royalty	—
	$	4,916

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

4.  International Financial Reporting Standards

Differences between U.S. GAAP and IFRS

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

To conform to U.S. GAAP the following adjustments were made:

(a)Adjustment to property, plant and equipment to expense capital costs from inception to June 30, 2015 related to exploration and evaluation of mineral properties including property holding costs not attributable to the purchase of mineral assets that were previously capitalized under IFRS of $12.0 million, in accordance with U.S. GAAP.

(b)Adjustment to accrued liabilities and paid-in capital of $23,000 to reclassify the value of the conversion feature of the convertible loan outstanding between URI and Anatolia from paid-in capital to accrued liabilities.  Under IFRS, convertible debt instruments are required to be separated into debt and equity components.  Under U.S. GAAP, bifurcation only occurs if the convertible debt instrument contains a beneficial conversion feature or a below market interest rate.  As at the date of the execution of the loan agreement and upon advancement of funds the market price of Anatolia’s common stock was equal to the conversion rate under the loan agreement and therefore no beneficial conversion feature existed.

(c)Adjustment to accumulated other comprehensive income to expense the cumulative foreign translation reserve from inception to June 30, 2015 related to the translation of Anatolia’s foreign entity’s financial statements into Anatolia’s reporting currency of $0.9 million, in accordance with U.S. GAAP.  Under U.S. GAAP, the functional currency of Anatolia’s Turkish entity was determined to be the Australian dollar.

(d)Adjustment to mineral property expense of $1.7 million and $3.5 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, to expense exploration and evaluation costs which were previously capitalized under IFRS.

(e)Adjustment to mineral property impairment expense of $9,000 and $257,000 for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, to reverse the impairment charge taken under IFRS as these amounts would have been expensed as incurred in accordance with U.S. GAAP.

(f)Adjustment to foreign exchange gain and other comprehensive income of $0.2 million and $0.5 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, to reclassify as current expense the foreign translation adjustments which were previously included as other comprehensive income under IFRS. Under U.S. GAAP, the functional currency of Anatolia’s Turkish entity was determined to be the Australian dollar.

5.  Pro Forma Assumptions and Adjustments

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

(a)Represents Anatolia’s audited historical balance sheet as of June 30, 2015 under IFRS.  The information for Anatolia and the pro forma adjustments were originally denominated in Australian dollars and have been converted to U.S. dollars based on the period end rate of U.S.$1.00 — A$0.7687.

(b)To recognize the preliminary estimated fair value of Anatolia’s assets acquired and liabilities assumed in the Transaction.  The adjustment includes the assumption that the allocation of the estimated difference between consideration and the net fair value of assets acquired and liabilities assumed will be recorded to the mineral licenses with no amount allocated to goodwill.  This allocation is preliminary and is subject to change due to several factors including (i) detailed valuations of assets and liabilities which have not been completed as of the date of this proxy statement; and (ii) subsequent changes in the fair values of Anatolia’s assets and liabilities up to the closing date of the merger.

The allocation of the estimated fair value of consideration transferred (based on the closing price of URI’s common stock as of November 2, 2015) to the estimated fair value of the assets acquired and liabilities assumed resulted in the following purchase price allocation adjustments:

(i)an increase in property, plant and equipment of $13.1 million to reflect the mineral licenses at fair value.

(ii)an increase in accrued liabilities of $1.3 million which includes: (i) $0.3 million for severance payable to certain of Anatolia’s executives who have employment agreements with Anatolia that contain automatic change in control provisions; and (ii) $1.0 million for estimated transaction costs and expenses incurred by Anatolia related to the Transaction Agreement.  The impact of these severance payments and bonuses was not included in the unaudited pro forma condensed consolidated statements of operations due to their nonrecurring nature.

(c)To reflect an adjustment of $2.2 million for URI’s estimated costs and expenses of the transaction from July 1, 2015 to the close of the transaction. The impact of the estimated costs and expenses of the Transaction was not included in the unaudited pro forma condensed consolidated statements of operations due to their nonrecurring nature.  Through June 30, 2015, URI incurred

transaction costs of $0.9 million and Anatolia had incurred transaction costs of $0.1 million (see Note 5(i)).

(d)To reflect the estimated increase in URI’s common stock and additional paid-in capital resulting from the issuance of URI shares and options to Anatolia shareholders to effect the arrangement as follows (in thousands, except per share amounts):

URI common stock to be issued	20,516,696
Price per share of URI’s common stock on November 2, 2015	$	0.79
Fair value of common stock to be issued	$	16,208
Fair value of Anatolia’s options to be exchanged for URI options	2,141
Total fair value of URI equity to be issued	$	18,349
Increase in URI’s common stock ($0.001 par value per share)	$	21
Increase in URI’s additional paid-in capital	$	18,328

(e)To reflect the elimination of the historical equity balances of Anatolia in accordance with the acquisition method of accounting;

(f)To reflect the elimination of the loan between URI and Anatolia as an intercompany transaction;

(g)To reflect the preliminary estimated fair value of the consideration to be received upon closing of the sale of the Roca Honda assets.  The corresponding gain of $4.9 million was not included in the unaudited pro forma condensed consolidated statements of operations as this nonrecurring item is directly attributable to the sale of the Roca Honda assets;

(h)The financial information for Anatolia contained within the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014 is derived from the historical audited consolidated financial statements under IFRS adjusted for the following to derive a comparable reporting period with URI:

(i)Information for the six-month period ended December 31, 2014 is included in the pro forma financial information for Anatolia; and

(ii)Information for the six-month period ended December 31, 2013 has not been included in the pro forma financial information for Anatolia

The information for Anatolia and the pro forma adjustments were originally denominated in Australian dollars and have been converted to U.S. dollars based on the average exchange rate of U.S.$1.00 = A$0.7820 for the six months ending June 30, 2015 and on the average exchange rate of U.S.$1.00 = A$0.9032 for the year ending December 31, 2014.

(i)An adjustment of $1.0 million to general and administrative expenses for transaction related costs incurred in the six months ended June 30, 2015 as they are non-recurring.

6.  Pro Forma Shares Outstanding

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

	Six months ended June 30, 2015	Year ended December 31, 2014
Weighted average shares outstanding of URI	28,183,619	24,282,519
Shares issued to acquire Anatolia	20,516,696	20,516,696
Shares issued to settle transaction costs	1,086,428	1,086,428
Pro forma weighted average shares of URI	49,786,743	45,885,643

EX-99.3

Exhibit 99.3

NEWS RELEASE

URI Successfully Completes Anatolia Merger

A New Chapter Begins — Headed Towards Production

CENTENNIAL, Colo., November 8, 2015; PERTH, Australia, November 9, 2015 — Uranium Resources, Inc. (Nasdaq: URRE; URI) announced today closure of the merger with Anatolia Energy Ltd.  On November 10, 2015, the new URI shares exchanged for Anatolia shares will begin trading on Nasdaq under its existing trading symbol (as URRE) and on the ASX as CDIs under the new trading symbol “URI”. On the same day, new URI quoted options exchanged for Anatolia quoted options will begin trading on the ASX as CDIs under the new trading symbol “URIO”.

Highlights

·Transformational merger with Anatolia is now completed, and integration of the two businesses is well underway, putting URI on an expedited path to return to uranium production.

·URI is actively progressing the high-grade, low-cost Temrezli ISR Project in Central Turkey, with the objective of commencing development during CY2016.

·With a cash operating cost of US$16.89/lb. and all-in operating costs of less US$30.17/lb. indicated by the Pre-Feasibility Study (Feb 2015), the project is capable of generating a robust free cash flow and returns to shareholders, even at the current uranium price.

·URI is targeting completion and reporting of a formal update to the Pre-Feasibility Study for the Temrezli Project in Q1 2016.

·URI has significant management and operational experience, as well as licensed ISR processing facilities to successfully implement its plan.

·With an enterprise value of less than US$45 million today, and owning one of the world’s lowest cost uranium projects capable of entering development in the near-term, URI is well placed for a share price re-rating as it achieves a number of significant project milestones.

·The new and expanded URI expects to continue with its demonstrated proactive M&A strategy to grow the company and re-align its portfolio pipeline towards the lowest-quartile cost projects.

·URI has a well-timed production growth profile and significant operational leverage to the favorable future outlook for uranium prices.

Christopher M. Jones, President and Chief Executive Officer of URI, said, “With this transformational merger now completed, we now turn our immediate attention to completing the permitting process for the high-grade, low-cost Temrezli ISR Project , and moving into development during 2016. The more we study Temrezli, the more confident we are that this is one of the best undeveloped in-situ recovery uranium projects in the world”.

Temrezli Project Update

URI has retained Roscoe Postle Associates, Inc. (RPA) to update the February 2015 Temrezli Preliminary Feasibility Study (PFS), something that URI expects to have ready in Q1 2016. Included in the update to the PFS will be the consideration of the substantial capital cost savings and other synergies expected to be realized through the merger.

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Concurrent with the ongoing environmental permitting process for Temrezli in Turkey, URI’s experienced technical team is working on multiple fronts, from relocating its Rosita processing plant and implementing wellfield design to securing current drilling quotes and sourcing of new equipment for inclusion in the update to the PFS. The results of this work will feed into the updated PFS.

The updated technical report and economic analysis of the project will utilize key assumptions that URI applied to the project in the merger due diligence process, including the relocation and utilization of the Rosita facility’s processing equipment. RPA is being supported in this endeavor by DRA Taggart (processing and infrastructure factors) and Arcadis Canada Inc. (environmental and social factors).

The low-cost profile of the Temrezli Project, and low capital cost to develop the project, mean that URI is now positioned as one of the few companies globally that has the potential to enter uranium production in the near term. Furthermore, URI’s history of operating ISR uranium projects in the USA, its idle Rosita ISR facility available to be utilized at Temrezli, and in-house expertise in this field, ensure that URI has the ability to deliver the project into uranium production as planned.

URI’s shareholders on Nasdaq and ASX can expect to see regular news flow from the company as its achieves major project milestones at the Temrezli Project, and continues with its proactive M&A strategy to reposition the company with a lower cost operating profile.

About Uranium Resources

Uranium Resources, Inc. (URI) is focused on advancing to near-term production the Temrezli in-situ recovery (ISR) project in Central Turkey. URI also controls extensive exploration properties under nine exploration and operating licenses covering approximately 44,700 acres (over 18,000 ha) with numerous exploration targets, including the potential satellite Sefaatli Project, which is 25 miles (40 km) southwest of the  Temrezli Project. In Texas, the Company has two licensed and currently idled processing facilities and approximately 17,000 acres (6,900 ha) of prospective ISR projects. In New Mexico, controls minerals rights encompassing approximately 190,000 acres (76,900 ha) in the prolific Grants Mineral Belt in New Mexico, which holds one of the largest known concentrations of sandstone-hosted uranium deposits in the world. Incorporated in 1977, URI also owns an extensive uranium information database of historic drill hole logs, assay certificates, maps and technical reports for the Western United States.

Cautionary Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. All statements addressing operating performance, events or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to the timing of the listing of the Company’s securities, the benefits of the combination with Anatolia Energy, the timing, occurrence or cost of production at the Company’s properties, and the timing and conclusions of the updated technical report and economic analysis are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties.  These risk factors and uncertainties include, but are not limited to, (a) the Company’s ability to raise additional capital in the future; (b) spot price and long-term contract price of uranium; (c) the Company’s ability to reach agreements with current royalty holders; (d) operating conditions at the Company’s projects; (e) government and tribal regulation of the uranium industry and the nuclear power industry; (f) world-wide uranium supply and demand; (g) maintaining sufficient financial assurance in the form of sufficiently collateralized surety instruments; (h) unanticipated geological, processing, regulatory and

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legal or other problems the Company may encounter, including in Turkey; (i) the ability of the Company to enter into and successfully close acquisitions or other material transactions, and other factors which are more fully described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

Uranium Resources Contacts:
Wendy Yang	Robert Winters, Alpha IR Group
303-531-0478	929-266-6315
www.uraniumresources.com	robert.winters@alpha-ir.com

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