Uranium Resources : Proposed Disposal of the Mtonya Project and Share Capital Reorganisation

4 December 2017 Uranium Resources plc ("Uranium Resources" or "the Company") Proposed Disposal of the Mtonya Project Share Capital Reorganisation Proposed Placing to Raise £900,000 Appointment of Proposed Directors Proposed Change of Name Notice of General Meeting

Uranium Resources is pleased to announce that it has agreed conditionally to dispose of the Mtonya Project ("Mtonya") to its majority shareholder Estes Limited ("Estes") and to the subsequent reorganisation and recapitalisation of the Company which will become an AIM Rule 15 cash shell. As part of the Proposals, the Company is raising £900,000 in new equity and a number of key board changes are taking place. Please see the Share Capital Statistics below for further information on the reorganisation.

Disposal

Subject to shareholder approval, the Company will dispose of Mtonya to Estes, in partial settlement of the outstanding loans of approximately US$2.07 million from Estes to the Company (the "Disposal"). The partial settlement is in the amount of US$1.2 million, a valuation which is 25 per cent. higher than the top of the fair market range provided by independent consultants for Mtonya. In addition, it is proposed that Estes will capitalise the remaining debt owed to it by the Company of US$870,000 at a price of 0.5p per share.

The Disposal constitutes a fundamental change of business in accordance with the AIM Rules and is therefore subject to shareholder approval. Alex Gostevskikh, Andrew Lewis and James Pratt (the "Independent Directors") are supportive of the Disposal on the basis that Estes has informed the Company that it is no longer willing to provide financial support to it and the Disposal provides a return to the Company significantly higher than the third party valuation of the Mtonya Project. The Independent Directors also believe that significant funds would be required to undertake a meaningful drilling programme at Mtonya and that such early stage exploration projects are difficult to fund, especially as the market

for uranium remains depressed. The Independent Directors intend to vote in favour of the resolutions as a whole.

Share Capital Reorganisation and Placing

The Company is proposing to undertake a Share Capital Reorganisation (as described more fully below) which will result in 59,788,833 New Ordinary Shares being in issue following the post the Disposal and capitalisation of the Estes loan balance. Following the Share Capital Reorganisation 7,777,778 New Ordinary will be issued to pursuant to the Director Capitalisations resulting in 67,566 611 New Ordinary Shares being in issue immediately prior to the Placing.

The Company has conditionally raised £900,000 at 0.45p, via the placing of 200,000,000 New Ordinary Shares through Peterhouse Corporate Finance Limited, together with a 1 for 2 attaching warrant (the "Placing Warrants"). The Placing Warrants are exercisable at 0.9p per New Ordinary Share, three months from the date of grant and for a period of 12 months from the date of grant or until the Company completes a transaction which constitutes a reverse takeover in accordance with AIM Rule 14 (the "Final Exercise Date") whichever is earlier.

Peterhouse Corporate Finance Limited will be appointed as joint broker to the Company subject to Shareholders' approval of the Proposals.

Subject to Shareholder approval, admission of the New Ordinary Shares to trading on AIM is expected on or around 21 December 2017 and the Company's name will change to URA Holdings plc (the TIDM will remain URA). Under the Proposals the Enlarged Share Capital will comprise 267,566,611 New Ordinary Shares of 0.15p each.

In order to provide existing shareholders with some ability to subscribe should they so choose on the same terms as the Placing Warrants, the Board proposes subject to regulatory prohibitions relating to marketing securities in certain jurisdictions, to issue new warrants to existing shareholders on the record date on a pro rata basis of one Bonus Warrant for every two New Ordinary Shares held (the "Bonus Warrant Issue") at an exercise price of 0.9p per share.

Board Changes and New Strategy

Conditional on the passing of the Resolutions, it is proposed that the Existing Directors, with the exception of Alex Gostevskikh, step down from the Board and that Peter Redmond and Melissa Sturgess are appointed directors (the "Proposed Directors"). Peter and Melissa have many years of experience as directors of AIM companies and intend that the new strategy of the Company will be to acquire a substantial business that is seeking an AIM quoted platform. Peter has been involved in the restructuring of a number of AIM quoted companies and Melissa most recently spearheaded the recapitalisation of Messaging International plc and subsequent creation of SigmaRoc plc.

The Proposed Directors will be uncommitted in relation to sector but will focus on an acquisition that can create significant value for shareholders in the form of capital growth and/or dividends. The net use of proceeds from the Placing will be used for general working capital purposes and to investigate suitable acquisition opportunities.

Subject to the passing of all the Resolutions, Peter Redmond and Melissa Sturgess will be interested in 4.2 per cent. and 8.3 per cent. respectively of the Enlarged Share Capital.

Share Capital Statistics

Existing Ordinary Shares in issue as at the date of the Document	757,632,495
Nominal value of Existing Ordinary Shares	0.1p
Enlarged Share Capital following the capitalisation of the Estes	896,832,495
loan balance
New Ordinary Shares in issue following the Share Capital	59,788,833
Reorganisation
Nominal value of New Ordinary Shares following the Share Capital	0.15p
Reorganisation
New Ordinary Shares to be issued pursuant to the Director	7,777,778
Capitalisations
Placing Price of the New Ordinary Shares	0.45p
New Ordinary Shares to be issued pursuant to the Placing	200,000,000
Gross proceeds of the Placing	£900,000
Estimated net proceeds of the Placing	£840,000
Enlarged Share Capital following the Share Capital Reorganisation,	267,566,611
Capitalisation and Placing
Market capitalisation of the Company at the Placing Price following	£1,204,050

the Share Capital Reorganisation, the Capitalisation and the Placing

Placing Shares as a percentage of the Enlarged Share Capital 74.4%

Fully diluted number of New Ordinary Shares in issue following the Proposals set out in this Document*

424,217,688

*Assuming exercise of the Bonus Warrants, Placing Warrants and options granted under the Share Option Plan

The Disposal and the Placing are included in a set of proposals (the "Proposals") that are set out in a circular ("Circular") which is being sent to shareholders today. The Circular also sets out why the Existing Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting which is to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V OHR, at 12.00

p.m. on 20 December 2017.

Alex Gostevskikh, Managing Director and Executive Chairman, commented:

"As previously communicated to shareholders, the uranium market continues to see depressed prices which has constrained the Board's ability to raise significant new funds. The proposed transaction to dispose of the Mtonya Project to Estes will allow the Company to introduce new funds, appoint new directors, and look to adopt a new strategy to create significant value for shareholders via acquisitions while remaining on AIM."

Following Completion, the Company will be classified as an AIM Rule 15 cash shell and as such will be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million) failing which, the Company's New Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

Key sections of the Circular are reproduced below. Capitalised terms not otherwise defined, shall have the same meanings as set out in the Circular.