URANIUM RESOURCES INC /DE/, DEF 14A, 1998-04-22

URANIUM RESOURCES INC /DE/
DEF 14A, 1998-04-22
METALS & MINERALS (NO PETROLEUM)

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<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___________)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential For Use of the Commission Only (as permitted by
Rule 14a-6(c)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14(a) - 11(c) or
240.14a-12

URANIUM RESOURCES, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

[ ] Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules l4a-6(i)(1) and
0-11:

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (Set forth the amount on which the filing fee
is calculated and state how it was determined.)

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

<PAGE> 2

[ ] Check box if any part of the fee is offset as provided by the Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 3

URANIUM RESOURCES, INC.
12750 MERIT DRIVE, SUITE 1020
DALLAS, TEXAS 75251

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 5, 1998

To the Stockholders of
URANIUM RESOURCES, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Uranium
Resources, Inc., a Delaware corporation (the "Company"), will be held at the
Landmark Club, 12740 Merit Drive, Dallas, Texas 75251 on Friday, June 5, 1998,
at 9:00 a.m., local time, for the following purposes:

1. To elect four (4) directors of the Company to serve until the next
annual meeting of stockholders or until their respective successors shall be
elected and qualified;

2. To consider and vote upon a proposal to amend the Company's 1995
Stock Incentive Plan to increase the number of shares of the Company's Common
Stock, $.001 par value per share, eligible for issuance under the Plan from
750,000 shares to 1,250,000 shares.

3. To consider and vote upon a proposal to ratify the selection of
Arthur Andersen, LLP, independent accountants, as independent auditors for the
Company for the fiscal year ending December 31, 1998; and

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

Only stockholders of record at the close of business on April 17, 1998,
are entitled to notice of and to vote at the Meeting or any adjournment thereof.

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY
BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON, SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOUR
VOTE IS IMPORTANT.

By Order of the Board of Directors

/s/ Thomas H. Ehrlich
-----------------------------------
Thomas H. Ehrlich, Secretary

DALLAS, TEXAS

April 27, 1998

<PAGE> 4

URANIUM RESOURCES, INC.
12750 MERIT DRIVE, SUITE 1020
DALLAS, TEXAS 75251

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 5, 1998

This Proxy Statement is furnished to stockholders of Uranium Resources,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders (the "Meeting") to be held at the Landmark Club,
12740 Merit Drive, Dallas, Texas 75251 on Friday, June 5, 1998, at 9:00 a.m.,
local time, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The approximate date on which this Proxy Statement and
the enclosed Proxy will first be sent to stockholders is April 27, 1998.

ACTION TO BE TAKEN AT THE MEETING

Shares represented by a properly executed proxy, unless the stockholder
otherwise instructs in the Proxy, will be voted (a) for the election of the four
individuals named under the caption Election of Directors as directors of the
Company; (b) for the amendment to the 1995 Stock Incentive Plan to increase the
number of shares of Common Stock issuable thereunder to 1,250,000; (c) for the
ratification of the selection of Arthur Andersen, LLP, independent accountants,
as independent auditors of the Company for the fiscal year ending December 31,
1998; and (d) at the discretion of the proxy holders on any other matter or
business that may be properly presented at the Meeting or any adjournment
thereof. Where a stockholder properly executes a proxy and gives instructions on
how his shares are to be voted, the shares will be voted in accordance with
those instructions.

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

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

VOTING SECURITIES

The record date for the Meeting is April 17, 1998. Only stockholders of
record at the close of business on that date will be entitled to vote at the
Meeting. At the close of business on that date, there were issued and
outstanding 12,053,027 shares of the Company's Common Stock entitled to one vote
per share. In the election of directors, cumulative voting is not allowed. A
majority of the outstanding Common Stock, present in person or by Proxy and
entitled to vote, will constitute a quorum for the transaction of business at
the Meeting. Under Delaware law and the Company's Bylaws, if a quorum is present
at the Meeting: (i) to

<PAGE> 5
be elected a director, each nominee must receive a plurality of the votes of
the shares present in person or by Proxy at the Meeting and entitled to vote on
the matter, and (ii) the affirmative vote of the majority of shares present in
person or by Proxy at the Meeting and entitled to vote on the matter is
required to (a) amend the 1995 Stock Incentive Plan to increase the number of
shares of Common Stock issuable thereunder to 1,250,000; (b) ratify the
selection of Arthur Andersen, LLP, as independent auditors of the Company for
the fiscal year ending December 31, 1998, and (c) approve any other matter
submitted to a vote of stockholders at the Meeting. In the election of
directors, any action other than a vote for a nominee will have the practical
effect of voting against the nominee. Abstention from voting on any matter
presented at the Meeting will have the practical effect of voting against any
such matter since it is one less vote for approval. Broker non-votes on any
matter will not be considered "shares present" for voting purposes.

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK

The following table sets forth, as of March 31, 1998, certain
information regarding persons known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of the Company's Common Stock. Shown
separately in the second table below is certain information regarding the
beneficial ownership of the Company's Common Stock by (i) each director and
nominee for director of the Company, (ii) each of the executive officers named
in the Summary Compensation Table set forth below under the caption Executive
Compensation, and (iii) all directors and executive officers as a group.

PRINCIPAL STOCKHOLDERS

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS(2)
- ------------------------------------ ----------------------- -------------------
<S> <C> <C>
Barry R. Feirstein 1,562,100 13.0%
Feirstein Capital Management Corp.
767 Third Avenue, 28th Floor
New York, NY 10017

Lindner Growth Fund 855,525(3) 5.9%
7711 Carondelet Avenue, Suite 700
Clayton, MO 63105
</TABLE>

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1 Each person has sole voting and investment power with respect to the
shares listed, unless otherwise indicated. Beneficial ownership includes shares
over which the indicated beneficial owner exercises voting and/or investment
power.

2 The shares owned by each person, and the shares included in the total
number of shares outstanding, have been adjusted, and the percentages owned have
been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange
Act of 1934. Shares subject to options or warrants currently exercisable or
exercisable within 60 days are deemed outstanding for computing the percentage
ownership of the person holding such options or warrants, but are not deemed
outstanding for computing the percentage ownership of any other person.

3 Lindner Growth Fund, Lindner Dividend Fund, Lindner Bulwark Fund,
Lindner Utility Fund and Lindner Ryback Small Cap (the "Lindner Group") are
members of the same family of mutual funds and may be deemed collectively as a
controlling stockholder of the Company. The Lindner Group is managed by Ryback
Management Corporation ("Ryback"), an investment adviser. Ryback has
discretionary authority over the shares owned beneficially by the Lindner Group,
including the power to vote and dispose of such shares.

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<PAGE> 6

Lindner Dividend Fund 2,964,000(4) 20.4%
7711 Carondelet Avenue, Suite 700
Clayton, MO 63105

Lindner Bulwark Fund 1,150,000(5) 7.9%
7711 Carondelet Avenue, Suite 700
Clayton, MO 63105

Lindner Utility Fund 200,000 1.4%
7711 Carondelet Avenue, Suite 700
Clayton, MO 63105

Lindner Ryback Small Cap 50,000 0.4%
7711 Carondelet Avenue, Suite 700
Clayton, MO 63105

John A. Levin & Co., Inc. 626,900 5.2%
One Rockefeller Plaza, 25th Floor
New York, NY 10020

Dimensional Fund Advisors 819,200 6.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

Santa Fe Pacific Gold Corporation 1,200,000 10.0%
(a wholly owned subsidiary of Newmont Gold
Company)
1700 Lincoln Street
Denver, CO 80203
</TABLE>

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(4) Includes 839,000 outstanding shares owned beneficially by Lindner Dividend
Fund, 1,500,000 shares issuable upon conversion of certain notes and 625,000
shares issuable upon exercise of certain warrants.

(5) Includes 500,000 shares issuable upon conversion of certain notes and
375,000 shares issuable upon exercise of certain warrants.

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<PAGE> 7

MANAGEMENT

<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2)
- ---------------- ----------------------- ----------
<S> <C> <C>
Paul K. Willmott 186,256(3) 1.4%
Joe H. Card 15,452(4) *
Leland O. Erdahl 118,000(5) *
George R. Ireland 149,750(6) *
James B. Tompkins 110,750(7) *
Richard F. Clement, Jr. 174,601(8) 1.4%
</TABLE>
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* Less than 1%.

(1) Each person has sole voting and investment power with respect to the shares
listed, unless otherwise indicated. Beneficial ownership includes shares over
which the indicated beneficial owner exercises voting and/or investment power.

(2) The shares owned by each person, and the shares included in the total number
of shares outstanding, have been adjusted, and the percentages owned have been
computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act
of 1934. Shares subject to options currently exercisable or exercisable within
60 days are deemed outstanding for computing the percentage ownership of the
person holding such options, but not deemed outstanding for computing the
percentage ownership of any other person.

(3) Includes 185,256 shares that may be obtained by Mr. Willmott through the
exercise of stock options which are currently exercisable. Does not include
178,894 shares that may be obtained by Mr. Willmott through the exercise of
stock options exercisable more than 60 days from the date hereof.

(4) Includes 15,452 shares that may be obtained by Mr. Card through the
exercise of stock options which are currently exercisable. Does not include
36,602 shares that may be obtained by Mr. Card through the exercise of stock
options exercisable more than 60 days from the date hereof.

(5) Includes 116,500 shares that may be obtained by Mr. Erdahl through the
exercise of stock options which are currently exercisable. Does not include
7,500 shares that may be obtained by Mr. Erdahl through the exercise of stock
options exercisable more than 60 days from the date hereof.

(6) Includes 110,750 shares that may be obtained by Mr. Ireland through the
exercise of stock options which are currently exercisable. Does not include
12,250 shares that may be obtained by Mr. Ireland through the exercise of stock
options exercisable more than 60 days from the date hereof.

(7) Includes 110,750 shares that may be obtained by Mr. Tompkins through the
exercise of stock options which are currently exercisable. Does not include
12,250 shares that may be obtained by Mr. Tompkins through the exercise of stock
options exercisable more than 60 days from the date hereof.

(8) Includes 69,201 shares that may be obtained by Mr. Clement through the
exercise of stock options which are currently exercisable. Does not include
99,499 shares that may be obtained by Mr. Clement through the exercise of stock
options exercisable more than 60 days from the date hereof.

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<PAGE> 8

Craig S. Bartels 13,575(10) *

All executive officers
and directors as a group
(10 persons) 973,305(11) 7.6%
</TABLE>

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(9) Includes 13,750 shares that may be obtained by Mr. Van Horn through the
exercise of stock options which are currently exercisable. Does not include
66,250 shares that may be obtained by Mr. Van Horn through the exercise of stock
options exercisable more than 60 days from the date hereof.

(10) Includes 13,425 shares that may be obtained by Mr. Bartels through the
exercise of stock options which are currently exercisable. Does not include
46,275 shares that may be obtained by Mr. Bartels through the exercise of stock
options exercisable more than 60 days from the date hereof.

(11) Includes 679,256 shares that may be obtained through the exercise of stock
options which are currently exercisable or will become exercisable within 60
days.

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<PAGE> 9

ELECTION OF DIRECTORS
(PROPOSAL 1 ON PROXY CARD)

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

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

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

<TABLE>
<CAPTION>
Positions and Offices
Name Age with the Company
---- --- ---------------------
<S> <C> <C>
Paul K. Willmott 58 Chairman, Chief Executive Officer,
President and Director
Leland O. Erdahl 69 Director
George R. Ireland 41 Director
James B. Tompkins 41 Director
</TABLE>

NOMINEES FOR DIRECTOR

PAUL K. WILLMOTT has served as a director of the Company since August
1994, as President of the Company since February 1995, as Chief Financial and
Accounting Officer from April 12, 1995 through September 25, 1995 and as
Chairman of the Board and Chief Executive Officer since July 31, 1995. Mr.
Willmott retired from Union Carbide Corporation ("Union Carbide") where he was
involved for 25 years in the finance and operation of Union Carbide's world-wide
mining and metals business. Most recently, Mr. Willmott was President of UMETCO
Minerals Corporation, a wholly-owned subsidiary of Union Carbide, from 1987 to
1991, where he was responsible for Union Carbide's uranium and vanadium
businesses. From January 1993 until February 1995, Mr. Willmott was engaged by
the Concord Mining Unit as a senior vice president where he was primarily
involved in the acquisition of UMETCO Minerals Corporation's uranium and
vanadium operating assets. Mr. Willmott graduated from Michigan Technological
University with a Bachelor of Science degree in Mining in 1964 and a Bachelor of
Science Degree in Engineering Administration in 1967. He has been an active
member of the American Institute of Mining Engineers, the Canadian Institute of
Mining Engineers and a number of state professional organizations.

LELAND O. ERDAHL has served as a director of the Company since July 11,
1994. Mr. Erdahl previously served as President and Chief Executive Officer for
Stolar, Inc. from 1986 to 1991. Stolar was a high-tech company involved in the
radio wave imaging of geologic media and underground radio transmission for
voice and data. He was also President and CEO of Albuquerque Uranium
Corporation, a uranium mining company, from 1987 to 1991. He is a Certified
Public Accountant and is a graduate from the College of Santa Fe. He is
currently a director of Hecla Mining Company, Canyon Resources

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Page 6

<PAGE> 10

Corporation, Original Sixteen to One Mine, Inc., AMAX Gold, Inc. and a trustee
for a group of John Hancock Mutual Funds. He is also a director of Santa Fe
Ingredients Company of California, Inc. and Santa Fe Ingredients Company, Inc.,
both private food processing companies. In March 1997, Mr. Erdahl entered into a
contract with AMAX Gold, Inc. to serve as Vice President and Chief Financial
Officer. Mr. Erdahl also serves on the compensation committee of Hecla Mining
Company, Canyon Resources Corporation, Original Sixteen to One Mine, Inc. and
Freeport McMohen Copper & Gold, Inc.

GEORGE R. IRELAND has served as a director since May 25, 1995. Mr.
Ireland is a financial analyst for and a partner in Knott Partners L.P., a
private investment partnership. Mr. Ireland specializes in investing in
securities of natural resource and other basic industrial companies, both
domestically and abroad. From 1987 to 1991, he was a Vice President of Fulcrum
Management, Inc., which was the manager of the VenturesTrident Limited
Partnerships, (venture capital funds dedicated to investing in the mining
industry), and Senior Vice President and Chief Financial Officer of MinVen Gold
Corporation, a company in which the VenturesTrident funds had a significant
investment. Mr. Ireland graduated from the University of Michigan with degrees
in Geology and Resource Economics. He also attended the Graduate School of
Business Administration of New York University. Mr. Ireland is a director of
Merrill & Ring, Inc., a private land and timber holding company in the state of
Washington. Mr. Ireland acted as a consultant to Ryback Management Corporation
and performed due diligence on the Company in connection with Ryback's loan of
$6 million to the Company on behalf of members of the Lindner Group in 1995
discussed elsewhere in this Proxy Statement. Mr. Ireland is not otherwise
affiliated with the Lindner Group or Ryback.

JAMES B. TOMPKINS has served as a director since May 25, 1995. Mr.
Tompkins is a registered investment advisor doing business as Tompkins &
Company. From 1988 until 1990, Mr. Tompkins acted as a sole proprietor of
Tompkins & Company, advising creditors of companies in bankruptcy as to the
value of claims and realizing proceeds on those claims. In that capacity, Mr.
Tompkins acted as a registered investment advisor. Between October 1990 and
April 1993, Mr. Tompkins was employed by Columbia Savings as a bond manager
where he was responsible for real estate loan workouts and asset disposition. He
is an attorney and a Chartered Financial Analyst. Mr. Tompkins graduated from
the University of Alabama in 1979 and received his Juris Doctor from the
University of Alabama School of Law in 1983. Mr. Tompkins acted as a consultant
to Ryback and performed due diligence on the Company in connection with Ryback's
loan of $6 million to the Company on behalf of members of the Lindner Group in
1995 as discussed elsewhere in this Proxy Statement. Mr. Tompkins is not
otherwise affiliated with the Lindner Group or Ryback.

ARRANGEMENTS REGARDING ELECTION OF DIRECTORS

On May 25, 1995, George R. Ireland and James B. Tompkins were appointed
to the Board of Directors following the closing of certain transactions with the
Lindner Group. In connection with these transactions, the Company has agreed to
nominate two individuals designated by the Lindner Group for election to the
Board. Messrs. Ireland and Tompkins are the Lindner Group's designees.

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Page 7

<PAGE> 11

OTHER EXECUTIVE OFFICERS

The following table sets forth certain information concerning executive
officers who are not also directors of the Company:

<TABLE>
<CAPTION>
Positions and Offices
Name Age with the Company
- ---- --- ---------------------
<S> <C> <C>
Joe H. Card 44 Senior Vice President - Marketing

Richard F. Clement, Jr. 54 Senior Vice President - Exploration and
President - Hydro Resources, Inc.

Richard A. Van Horn 51 Senior Vice President - Operations

Thomas H. Ehrlich 38 Vice President, Chief Financial Officer,
Secretary and Treasurer

Mark S. Pelizza 45 Vice President - Health, Safety and
Environmental Affairs

Craig S. Bartels 49 Vice President - Technology - Hydro
Resources, Inc.
</TABLE>

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

JOE H. CARD joined the Company as Vice President - Marketing in March
1989. In February 1993, he was promoted to Senior Vice President - Marketing.
Previously, he spent four years with UG U.S.A., Inc., a U.S. marketing
subsidiary of a major German mining company, most recently as Marketing Manager.
His responsibilities were related to the entire uranium fuel cycle, primarily in
dealing with U.S. nuclear utilities customers. Prior to his work at UG U.S.A.,
Inc., Mr. Card spent five years with Mitsubishi International Corporation as
marketing manager. He earned a B.B.A. degree in Finance from the University of
Georgia in 1975 and an M.B.A. from Georgia State University in 1978.

RICHARD F. CLEMENT, JR. joined the Company as Vice
President-Exploration in 1983. In April 1990, he was appointed Senior Vice
President-Exploration. Mr. Clement was a director of the Company from February
1985 to July 1994 at which time he resigned his positions as director and
officer of the Company. During the period from July 1994 to February 1996, Mr.
Clement remained with the Company as Exploration Manager. In February 1996, he
was again appointed Senior Vice President-Exploration of the Company as well as
the President and a Director of Hydro Resources, Inc., a wholly owned subsidiary
of the Company. Prior to joining the Company, he spent 16 years with Mobil Oil
Corporation, most recently as vice president and exploration manager for Mobil
Energy Minerals-Australia, where he initiated and managed Mobil's Australian
coal, uranium and other minerals exploration and acquisition programs. Mr.
Clement received his B.S. degree in Geology from Boston College in 1965 and his
M.S. degree in Geology from the University of Vermont in 1967.

RICHARD A. VAN HORN joined the Company in March 1997 and assumed the
position of Senior Vice President of Operations on April 1, 1997. Previously, he
spent three years with Energy Fuels Nuclear, Inc. as General Manager - Colorado
Plateau Operations with responsibility for the daily management of and planning
for Energy Fuels Nuclear, Inc. mining activities on the Colorado Plateau. Prior
to his work at

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Page 8

<PAGE> 12

Energy Fuels Nuclear, Inc., Mr. Van Horn spent eighteen years with Union Carbide
Corporation where he was involved with the finance and operation of that
company's worldwide mining and metals business. From 1990 to 1994, Mr. Van Horn
was Director of Operations of UMETCO Minerals Corporation, a wholly owned
subsidiary of Union Carbide Corporation, responsible for all operating aspects
of UMETCO's uranium and vanadium business on the Colorado Plateau prior to its
sale to Energy Fuels Nuclear, Inc. Mr. Van Horn graduated from the Colorado
School of Mines with a Engineer of Mines degree in mining in 1973.

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

MARK S. PELIZZA has served as the Company's Environmental Manager since
1980, and as such, he has been responsible for all environmental regulatory
activities. In February 1996, he was appointed Vice President Health, Safety and
Environmental Affairs of the Company. Prior to joining the Company, he was
employed for two years by Union Carbide as an Environmental Planning Engineer at
Union Carbide's Palangana solution mining plant in South Texas. Mr. Pelizza
received a M.S. Degree in Engineering Geology from Colorado School of Mines in
1978 and a B.S. Degree in Geology from Fort Lewis College in 1974.

CRAIG S. BARTELS, a Registered Professional Engineer, rejoined the
Company as Vice President-Technology of Hydro Resources, Inc., a wholly owned
subsidiary of the Company in July 1996. From January 1995 to July 1996, he was
Manager of Wellfield Operations for Crow Butte Resources, Inc., a uranium ISL
mining company. Mr. Bartels originally joined the Company in early 1981 and held
varied positions with the Company as Reservoir Engineer, Plant Manager, and
Manager of Wellfield Operations through October 1994. Earlier, he was with Union
Carbide, eventually becoming Technical and Plant Superintendent for their
solution mining operation. Mr. Bartels also spent six years with Natural Gas
Pipeline Company of America, a major gas transmission company, as drilling and
reservoir engineer for their gas storage operations. Mr. Bartels received a B.S.
Degree in Petroleum Engineering from Montana School of Mines in 1972.

The officers of the Company hold office until their successors are
appointed by the Board of Directors. All officers of the Company are employed on
a full-time basis. There is no family relationship between any director and
executive officer of the Company.

BOARD AND COMMITTEE MEETINGS

The Board of Directors held seven formal meetings through both direct
meetings and telephonic meetings during the year ended December 31, 1997. Each
director attended all of the meetings except for Leland O. Erdahl who did not
attend the March 24 meeting but submitted a memorandum stating his support for
the Santa Fe transaction discussed and approved at such meeting. The Company's
officers have made a practice of keeping directors informed of corporate
activities by personal meetings and telephone discussions.

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Page 9
<PAGE> 13

The Company has three standing committees of the Board of Directors.
Leland O. Erdahl, George R. Ireland and James B. Tompkins are the current
members of the Audit, the Employees' Stock Option, and Compensation Committees.
The Audit Committee's principal functions are to meet with the Company's
independent auditors to review the financial statements contained in the Annual
Report, to review the Company's systems of internal controls and to report to
the Board of Directors thereon. The Employees' Stock Option Committee's
principal function is the administration of the employees' stock option plans of
the Company. The Compensation Committee's function is to determine the
compensation of executive officers and to set guidelines for compensation for
the employees of the Company.

During 1997, the Audit Committee held two formal meetings, the
Employees' Stock Option Committee held two formal meetings, and the Compensation
Committee held three formal meetings. The Audit Committee met in February 1998
with the Company's auditors to review the 1997 fiscal year audit.

At present, the Company has no nominating, executive, or similar
committees.

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to
annual and long-term compensation for services in all capacities for the years
ended December 31, 1997, 1996 and 1995 paid to the Company's Chief Executive
Officer and certain other executive officers of the Company.

- --------------------------------------------------------------------------------
Page 10

<PAGE> 14

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------

OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- -------- ------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul K. Willmott 1997 $202,200 $ 0 $ 283 26,280 $ 5,474
Chairman, President and 1996 $166,525 $13,140 $ 168 37,670 $ 2,851
Chief Executive Officer 1995 $118,324 $10,500 $ 3,209 240,200 $ 25,000

Joe H. Card 1997 $129,987 $ 0 $ 3,954 15,800 $ 3,618
Senior Vice President - 1996 $117,894 $10,500 $145,729 13,440 $ 1,730
Marketing 1995 $121,619 $ 6,750 $137,461 6,064 --

Richard F. Clement, Jr. 1997 $149,743 $ 0 $ 2,754 15,100 $ 87,860
Senior Vice President - 1996 $125,247 $10,000 $ 2,462 91,130 $ 13,129
Exploration/President - 1995 $117,302 $ 8,100 $ 1,989 27,720 $ 2,310
Hydro Resources, Inc.

Richard A. Van Horn 1997 $104,569 $ 0 $ 168 55,000 $ 19,349
Senior Vice President -
Operations

Craig S. Bartels 1997 $130,791 $ 0 $ 168 3,700 $ 3,010
Vice President - 1996 $56,809 $ 3,700 $ 42 50,000 $ 567
Technology - Hydro
Resources, Inc.

</TABLE>
- ------------------

(1) Represents amount paid for out-of-pocket medical and dental expenses under
the Company's Supplemental Health Care Plan.

(2) Represents contributions made by the Company under the Company's 401(k)
Profit Sharing Plan (see "401(k) Profit Sharing Plan" below); and for Mr.
Clement in 1997 includes moving costs received upon his relocation to
Albuquerque, New Mexico ($84,281) and for Mr. Van Horn in 1997 includes moving
costs received upon his relocation to Corpus Christi, Texas ($19,349).

- --------------------------------------------------------------------------------
Page 11

<PAGE> 15

SUPPLEMENTAL HEALTH CARE PLAN

The Company has adopted a health care plan (the "Supplemental Plan")
for the officers of the Company and certain of the employees of the Company who
are also stockholders, which supplements the standard health care plan available
to all eligible employees of the Company (the "Standard Plan"). The Supplemental
Plan pays directly to the participant 80% of all out-of-pocket medical and
dental expenses not covered under the Standard Plan, including deductibles and
co-insurance amounts. Additionally, the Supplemental Plan provides to each
participant $100,000 of accidental death and dismemberment insurance protection
and a world wide medical assistance benefit. Each participant in the
Supplemental Plan may receive a maximum annual benefit of $50,000 or $100,000,
at the Company's option. The Company pays an annual premium under the
Supplemental Plan equal to $210 per participant plus 10% of claims paid. There
are currently ten officers and employees covered by the Supplemental Plan.

401(K) PROFIT SHARING PLAN

The Company maintains a defined contribution profit sharing plan for
employees of the Company (the "401(k)") that is administered by a committee of
trustees appointed by the Company. All Company employees are eligible to
participate upon the completion of six months of employment, subject to minimum
age requirements. Each year the Company makes a contribution to the 401(k) out
of its current or accumulated net profits (as defined) in an amount determined
by the Board of Directors but not exceeding 15% of the total compensation paid
or accrued to participants during such fiscal year. The Company's contributions
are allocated to participants in amounts equal to 25% (or a higher percentage,
determined at the Company's discretion) of the participants' contributions, up
to 4% of each participant's gross pay. For the plan year ended July 31, 1997,
the Company contributed amounts equal to 50% of the participant's contributions,
up to 4% of gross pay. For the plan year ended July 31, 1996, the Company
contributed amounts equal to 75% of the participants' contribution, up to 4% of
gross pay. For the plan year ended July 31, 1995, the Company contributed
amounts equal to 50% of the participants' contributions, up to 4% of gross pay.
Participants become 20% vested in their Company contribution account for each
year of service until full vesting occurs upon the completion of five years of
service. Distributions are made upon retirement, death or disability in a lump
sum or in installments.

STOCK OPTION PLANS

On December 19, 1995, the Company's Stockholders approved the 1995
Stock Incentive Plan (the "1995 Plan") for key employees of the Company. The
1995 Plan initially authorized grants of incentive stock options and
non-qualified options to purchase up to an aggregate of 750,000 shares of Common
Stock. The Company, subject to approval of the stockholders at the Meeting, has
adopted an amendment to the 1995 Plan to increase the number of shares of Common
Stock authorized to be issued to 1,250,000 Shares. The Employees' Stock Option
Committee of the Board of Directors is responsible for the administration of the
1995 Plan and has the full authority, subject to the provisions of the plan, to
determine to whom and when to grant options and the number of shares of Common
Stock covered by each grant. As of February 28, 1998, a total of 709,635 shares
are reserved for issuance upon exercise of options granted under the 1995 Plan
and 40,365 shares were reserved for exercise upon the future grant of options
under the 1995 Plan. No shares have been issued upon the exercise of options
under the 1995 Plan.

The 1995 Plan replaced the Company's previous plan maintained for
employees under which the Company was authorized to grant non-qualified options.
All outstanding options under that plan will remain in effect but no new options
will be granted under that plan. As of March 31, 1998, a total of 422,207 shares
are reserved for issuance under that plan.

- --------------------------------------------------------------------------------
Page 12

<PAGE> 16

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information with respect to
options granted to the executive officer named in the Summary Compensation Table
in the fiscal year ended December 31, 1997.

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------- -----------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES EXERCISE OF
GRANTED IN FISCAL BASE PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5% ($) 10%($)
---- ---------- ----------- ---------- ----------- -------- --------- -
<S> <C> <C> <C> <C> <C> <C> <C>
Paul K. Willmott 26,280 11% $7.125 02/10/07 $304,717 $485,523

Joe H. Card 15,800 7% $7.125 02/10/07 $183,201 $291,905

Richard F. Clement, Jr. 15,100 6% $7.125 02/10/07 $175,085 $278,973

Richard A. Van Horn 55,000 7% $5.50 04/01/07 $493,350 $785,950

Craig S. Bartels 3,700 2% $7.125 02/10/07 $ 42,902 $ 68,358
</TABLE>

- --------------------------------------------------------------------------------
Page 13

<PAGE> 17

EXERCISE OF STOCK OPTIONS AND YEAR-END VALUE

The following sets forth information with respect to each exercise of
stock options during the fiscal year ended December 31, 1997 and the year-end
value of unexercised options held by each of the executive officers named in the
Summary Compensation Table.

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED ON OPTIONS AT FISCAL OPTIONS AT FISCAL
NAME EXERCISE (#) VALUE REALIZED ($) YEAR END (#) YEAR END ($)
---- ------------ ------------------ ----------------- -----------------

EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
------------- --------------

<S> <C> <C> <C> <C>
Paul K. Willmott(1) -- -- 50,000/50,000 **
50,000/50,000 **
20,100/20,100 **
9,418/28,252 **
0/26,280 **
14,000/5,000 **
750/250 **

Joe H. Card(2) -- -- 1,750/0 1,636/0
3,032/ 3,032 **
3,360/10,080 **
0/15,800 **

Richard F. Clement, Jr.(3) -- -- 24,750/0 23,141/0
13,860/13,860 **
4,033/12,097 **
18,750/56,250 **
0/15,100 **

Richard A. Van Horn(4) -- -- 0/55,000 **

Craig S. Bartels(5) -- -- 12,500/37,500 **
0/ 3,700 **
</TABLE>
- ----------------

** Represents an option whose grant price is above the December 31, 1997
closing price on the NASDAQ-NMS.

(1) Based on the closing price on the NASDAQ-NMS on December 31, 1997 ($3.875)
less the grant prices of $4.13, $8.38, $6.88, $9.75, $7.125, $4.25 and $5.88,
respectively.

(2) Based on the closing price on the NASDAQ-NMS on December 31, 1997 ($3.875)
less the grant prices of $2.94, $6.88, $9.75 and $7.125, respectively.

(3) Based on the closing price on the NASDAQ-NMS on December 31, 1997 ($3.875)
less the grant price of $2.94, $6.88, $9.75, $16.13 and $7.125, respectively.

(4) Based on the closing price on the NASDAQ-NMS on December 31, 1997 ($3.875)
less the grant price of $5.50.

(5) Based on the closing price on the NASDAQ-NMS on December 31, 1997 ($3.875)
less the grant price of $11.13 and $7.125, respectively.

- --------------------------------------------------------------------------------
Page 14

<PAGE> 18

DIRECTOR COMPENSATION

Under the Company's Directors' Stock Option Plan ("Directors' Plan"),
each new non-employee director elected or appointed to the Board of Directors
for the first time shall be granted an option to purchase 20,000 shares of
Common Stock as of the date of such election or appointment and, upon the
re-election of a non-employee director at an annual meeting of the Company's
stockholders, such director will be granted an option to purchase an additional
1,000 shares as of the date of such election. As of February 28, 1998, a total
of 90,000 shares are reserved for issuance upon exercise of options granted
under the Directors' Plan and 59,000 shares were reserved for exercise upon the
future grant of options under the Directors' Plan. Mr. Erdahl holds options
covering 24,000 shares under the Directors' Plan and each of Messrs. Ireland and
Tompkins holds options covering 24,000 shares under the Directors' Plan. Mr.
Willmott holds options covering 20,000 shares under the Directors' Plan. In
addition, Messrs. Ireland, Tompkins and Erdahl each hold options to purchase
100,000 shares of Common Stock. Those options were not granted under the
Directors' Plan. On November 17, 1997, the Company entered into agreements with
each of its three non-employee directors to amend the terms of these
nonqualified stock options such that the expiration date of the option was
extended for three years until 2001 and the exercise price was increased by
$0.25 per share. Cash compensation for 1997 to the non-employee directors was
paid at the rate of $3,000 per quarter plus $1,000 per meeting attended of the
Board and committees of the Board.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In August 1994, the Company formed a Compensation Committee to
determine the compensation of the executive officers and to set the guidelines
for compensation for the employees of the Company. During the fiscal year ended
December 31, 1997, the Compensation Committee was comprised of Leland O. Erdahl,
George R. Ireland and James B. Tompkins. No member of the Compensation Committee
has been or was during the fiscal year ended December 31, 1997, an officer or
employee of the Company or any of the Company's subsidiaries. In addition, no
member of the Compensation Committee during the fiscal year ended December 31,
1997, had any relationship requiring disclosure under the caption "Certain
Relationships and Related Transactions." No executive officer of the Company
serves or served on the compensation committee of another entity during the
fiscal year ended December 31, 1997 and no executive officer of the Company
serves or served as a director of another entity who has or had an executive
officer serving on the Compensation Committee of the Company.

COMPENSATION AGREEMENTS WITH KEY EXECUTIVES
In June 1997, the Company entered into Compensation Agreements with six
of its key executives. Each of these agreement provide that in the event of a
change in control of the Company, the executive will have certain rights and
benefits for a period of either twenty-four or thirty-six months following such
change in control. In particular, the agreements specify that the executive will
continue to receive compensation and benefits for the remainder of the
applicable period if the Company terminates the executive or if the executive
terminates his employment following the occurrence of certain actions without
the executive's consent. However, the Company is not obligated to provide such
rights and benefits to the executive if the executive was terminated for cause
or does not resign as an officer and/or director promptly after receiving
written request from the Company to do so.

- --------------------------------------------------------------------------------
Page 15

<PAGE> 19

COMPENSATION COMMITTEE REPORT

Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain information regarding the compensation of
its Chief Executive Officer and other executive officers whose salary and bonus
exceed $100,000 per year. Disclosure requirements include a report explaining
the rationale and considerations that lead to fundamental executive compensation
decisions. The following report has been prepared to fulfill this requirement.

The Compensation Committee ("Committee") of the Board of Directors sets
and administers the policies that govern the annual compensation and long-term
compensation of executive officers of the Company. None of the members of the
Committee is currently an employee of the Company. The Committee makes all
decisions concerning compensation of all executive officers as defined by the
Securities and Exchange Commission and all awards of stock options under the
Company's 1995 Stock Incentive Plan. The Committee's policy is to offer
executive officers competitive compensation packages that will permit the
Company to attract and retain highly qualified individuals and to motivate and
reward such individuals on the basis of the Company's performance.

At present, the executive compensation package consists of base salary,
bonus awards and long-term incentive opportunities in the form of stock options.
Executive salaries are reviewed by the Committee on an annual basis and are set
for individual executive officers based on subjective evaluations of each
individual's performance, the Company's performance and a comparison to base
salary ranges for executives in comparable positions at mid-size mining
companies in the United States, primarily involved in the mining of precious
metals. Within the U.S. uranium mining companies, there are no public companies
which the Committee views as comparable in terms of revenues, reserve base and
type of operations. Although the mid-size precious metal mining companies are
for the most part larger than the Company, the Committee views this group as
being comparable to the Company in terms of the administrative, financial and
operating skills required of the Company's senior executives. The compensation
of the Chief Executive Officer, Mr. Willmott, is determined in the same manner
as the compensation of other executive officers as described above. As a result,
Mr. Willmott's compensation is largely dependent upon the overall performance of
the Company as well as comparison to compensation being paid by comparable
companies to their chief executive officers.

Bonuses may be awarded to executive officers and other employees for
their performance. The Committee determines the appropriate level of bonuses
based upon the Committee's assessment of each person's contributions to the
Company's success in terms of income and use of cash, corporate management and
increase in shareholder value. With respect to corporate management objectives,
objectives included obtaining of projected financings, acquisition of certain
potential uranium interests from Santa Fe Pacific Gold Corporation, reduction of
unfunded reclamation liabilities, utilization of the matched sale quota,
completion of 1997 exploration activities, achievement of budgeted production at
budgeted costs, progress in obtaining New Mexico environmental permits,
achievement of budgeted overhead reductions, and progress in resolving various
legal issues.

Key employees, including executive officers may be granted incentive
stock options, pursuant to the Company's Stock Incentive Plan and based upon a
review of the Company's performance. Such stock based awards will continue to be
an important element of the executive compensation package because they aid in
the objective of aligning the officers' interests with those of the stockholders
by giving the officers a direct stake in the performance of the Company.

The Committee recognized that the efforts of the Company's key
executives have been, and will continue to be substantial. The Committee further
recognized that the difficult market conditions have created uncertainties to
its key executives. Therefore, the Committee recommended that the Company enter

- --------------------------------------------------------------------------------
Page 16

<PAGE> 20

into Compensation Agreements with each of the Company's key executives to enable
the Company to retain its key executives and to allow such key executives to
focus on their operating responsibilities.

Although the Company accomplished a number of its objectives for 1997,
due to factors such as production shortfalls, cost overruns and the decrease in
demand and consequent decline in price for uranium, the Company's overall
performance in the fiscal year ended December 31, 1997 was disappointing. Based
on these factors, the Committee recommended that the Company not increase the
annual base salary of the Company's senior executives, including the Chief
Executive Officer, and not award any cash bonuses. In February 1998, the
Committee awarded options totaling 117,000 shares to the Company's senior
executives to recognize their efforts on behalf of the Company in a difficult
market and for the reasons noted above.

April 16, 1998

MEMBERS OF THE COMPENSATION COMMITTEE

Leland O. Erdahl

George R. Ireland

James B. Tompkins

- --------------------------------------------------------------------------------
Page 17

<PAGE> 21

AMENDMENT TO 1995 STOCK INCENTIVE PLAN
(PROPOSAL 2 ON THE PROXY CARD)

On December 19, 1995, the Company's Stockholders approved the Company's
1995 Stock Incentive Plan (the "Plan") for key employees of the Company. The
Plan will enable the Company to provide incentives to employees to perform well
in a difficult and rapidly changing environment in the uranium mining industry.
The Plan originally authorized grants of incentive stock options and
non-qualified options to purchase up to an aggregate of 750,000 shares of Common
Stock. As of March 31, 1998, the Company had 38 employees eligible for
participation under the Plan, and there were outstanding options to purchase an
aggregate of 709,635 shares of Common Stock under the Plan.

The Board of Directors of the Company, subject to the approval of
stockholders at the Meeting, has adopted an amendment to the Plan to increase
the number of shares of Common Stock authorized to be issued from 750,000 shares
to 1,250,000 shares. Approval of the amendment to the Plan will require the
affirmative vote of the holders of a majority of the shares of Common Stock,
present in person or by proxy at the Meeting. Unless authority is withheld, it
is intended that the shares represented by a properly executed proxy will be
voted for approval of this amendment.

The essential features of the Plan are outlined below, but such
description is qualified in its entirety by reference to the Plan, which is
attached hereto as Exhibit A.

TYPES OF AWARDS. Under the Plan, the Company may grant awards of stock
options to its key employees and to the key employees of its subsidiaries.

ADMINISTRATION. The Plan is administered by the Compensation Committee
of the Board of Directors composed of no fewer than two disinterested members.
Subject to the terms of the Plan, the Compensation Committee determines, among
other matters, persons to whom awards are granted, type of award granted, number
of options granted, vesting schedule, type of consideration to be paid to the
Company upon exercise of options and the terms of any option (which cannot
exceed ten years). The Compensation Committee may also, in its discretion, issue
new options in exchange for the surrender and cancellation of options previously
issued under the Plan.

NUMBER OF SHARES. The Company may issue options to purchase an
aggregate of 1,250,000 shares of Common Stock under the Plan.

STOCK OPTION TERMS. The Company may grant both incentive stock options
("incentive stock options") intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and options which are
not qualified as incentive stock options ("non-qualified options"). Incentive
stock options may not be granted at an exercise price less than the fair market
value of the Common Stock on the date of grant. The exercise price of incentive
stock options granted to holders of more than 10% of the Common Stock must be at
least 110% of the fair market value of the Common Stock on the date of grant,
and the term of these options cannot exceed five years. The exercise price of
non-qualified stock options will be determined by the Compensation Committee on
the date of grant but may not be less than 85% of the fair market value of the
Common Stock on that date.

Options granted under the Plan are not transferable, otherwise than by
will or the laws of descent and distribution, and during the lifetime of the
optionholder, options are exercisable only by such optionholder. Stock options
granted pursuant to the Plan terminate upon termination of employment, except
that in the event of the death or permanent and total disability of the
optionholder, the option may be exercised by the holder (or his estate, as the
case may be), until the first to occur of the expiration of the option period or
the expiration of one year after the date of death or permanent or total
disability, and except that upon an employees retirement

- --------------------------------------------------------------------------------
Page 18

<PAGE> 22

stock options may be extended at the sole discretion of the Compensation
Committee for a period of three months following retirement (but in no event
beyond the expiration date of the option). The exercise price may be paid in
cash, in shares of Common Stock (valued at fair market value at the date of
exercise), by delivery of a promissory note or by a combination of such means of
payment, as may be determined by the Compensation Committee.

CHANGE IN CONTROL; ADJUSTMENT IN NUMBER OF OPTION SHARES. Upon a Change of
Control (as defined in Section 9 of the Plan) of the Company, all stock options
granted under the Plan will become exercisable in full. Also, in the event the
number of outstanding shares of Common Stock is increased or decreased or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another company, whether as a result of a
stock split, stock dividend, combination or exchange of shares, merger or
otherwise, each share subject to an unexercised option will be substituted for
the number and kind of shares of stock into which each share of outstanding
Common Stock is to be changed or for which each such share is to be exchanged
and the option price will be increased or decreased proportionately.

FEDERAL INCOME TAX CONSEQUENCES--STOCK OPTIONS. Neither the Company nor the
optionee will recognize taxable income or deduction for federal income tax
purposes from the grant or exercise of an incentive stock option. When an
optionee sells stock acquired upon exercise of an incentive stock option, the
optionee will be taxed at long-term capital gain rates if the stock has been
held for at least one year and the option was granted at least two years prior
to the date of sale ("Holding Period Requirements"). If the optionee fails to
meet the Holding Period Requirements, the difference between the exercise price
and the fair market value of the stock at the time of exercise will be taxable
to the optionee as ordinary income and the Company will be entitled to a
deduction equal to the amount of ordinary income recognized by the optionee if
the Company complies with applicable withholding requirements and if the amount
qualifies as an ordinary and necessary business expense to the Company. Although
the optionee will not recognize taxable income for federal income tax purposes
upon the exercise of an incentive stock option, the difference between the
exercise price and fair market value of the shares at the time of exercise gives
rise to an adjustment in calculating alternative minimum taxable income.

Neither the Company nor the optionee will recognize taxable income or
deduction from the grant of a non-qualified stock option. At the time of
exercise of a non-qualified stock option, the optionee will recognize ordinary
income in an amount equal to the difference between the exercise price and the
fair market value of the Common Stock. The Company will be entitled to a
deduction for tax purposes in an amount equal to the ordinary income recognized
by the optionee, if the Company complies with applicable tax withholding
requirements.

AMENDMENT OF PLAN. The Board of Directors may at any time and from any time
alter, amend, suspend, or discontinue the Plan, except no such action may be
taken without stockholder approval which materially increase the benefits to
participants under the Plan, materially increases the number of shares to be
issued, materially extends the period for granting awards, or materially
modifies the requirements as to eligibility. In addition, no such action may be
taken which adversely affects the rights of a participant under the Plan without
his consent.

VOTE REQUIRED FOR APPROVAL OF THE AMENDMENT TO THE PLAN. Approval of the
amendment to the Plan requires the affirmative vote of the holders of a majority
of the Common Stock present, or represented, and entitled to vote at the Meeting
assuming the presence of a quorum. Each share of Common Stock is entitled to one
vote.

Stockholders should note that because employee directors (subject to
re-election and stockholder approval) may in the future receive stock options
under the Plan, the current employee directors of the Company have a personal
interest in the proposal and its approval by stockholders. However, the members
of the Board of Directors believe that the amendment is in the best interests of
the Company and its stockholders.

- --------------------------------------------------------------------------------
Page 19

<PAGE> 23

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the performance of the Company's Common
Stock to the CRSP Total Return Index for The NASDAQ Stock Market (U.S.
Companies) and to a self-determined peer group comprised of United States Energy
Corp. and Rio Algom Mines, Ltd. for the Company's last five fiscal years. The
graph assumes that the value of an investment in the Company's Common Stock and
each index was $100 at December 31, 1992, and that all dividends were
reinvested.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(1)
1993-1997

<TABLE>
<CAPTION>
Total Returns Index for: 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
NASDAQ Stock Market 100.0 114.8 112.2 158.7 195.2 239.6
(U.S. Companies)(2)
Self-Determined Peer Group(3)(4) 100.0 128.0 144.7 147.3 188.2 146.4
Uranium Resources, Inc.(4) 100.0 111.5 187.9 145.1 207.7 102.2
</TABLE>

[GRAPH]

- ---------------------
(1) Total return assumes reinvestment of dividends.
(2) Source: National Association of Securities Dealers, Inc. All dividends are
reinvested on the ex-dividend date. The CRSP Total Return Index includes all
domestic common shares traded on the NASDAQ National Market and the NASDAQ
Small-Cap Market.
(3) Comprised of United States Energy Corp. and Rio Algom Mines, Ltd.
(4) Source: The Center for Research in Security Prices (affiliated with the
University of Chicago Graduate School of Business). All dividends are
reinvested on ex-dividend date.

- --------------------------------------------------------------------------------
Page 20

<PAGE> 24

SECTION 16 REPORTING

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

Based solely on its review of copies of such forms received by it and
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the year ended
December 31, 1997, its officers, directors, and greater than 10% beneficial
owners complied with all applicable filing requirements.

PROPOSAL TO RATIFY THE SELECTION
OF ARTHUR ANDERSEN, LLP AS AUDITORS
(PROPOSAL 3 ON PROXY CARD)

The Board of Directors voted to engage Arthur Andersen, LLP as
independent accountants to audit the accounts and financial statements of the
Company for the fiscal year ending December 31, 1998, and directed that such
engagement be submitted to the stockholders of the Company for ratification. In
recommending ratification by the stockholders of such engagement, the Board of
Directors is acting upon the recommendation of the Audit Committee, which has
satisfied itself as to the firm's professional competence and standing. Although
ratification by stockholders of the engagement of Arthur Andersen, LLP is not
required by Delaware corporate law or the Company's Restated Certificate of
Incorporation or Bylaws, management feels a decision of this nature should be
made with the consideration of the Company's stockholders. If stockholder
approval is not received, management will reconsider the engagement.

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

BOARD OF DIRECTORS' RECOMMENDATIONS; VOTE REQUIRED

The Board of Directors unanimously recommends a vote (i) FOR the
election as director of each of the nominees named in the proxy; (ii) FOR the
approval of the amendment to the 1995 Stock Incentive Plan; and (iii) FOR the
ratification of the appointment of Arthur Andersen, LLP as independent auditors.

The affirmative vote of the holders of (i) a plurality of the votes of
the outstanding shares of Common Stock present at the Meeting, either in person
or represented by proxy, is required to elect each nominee as a director and
(ii) a majority of the outstanding shares of Common Stock present at the
Meeting, either in person or represented by proxy, is required to approve the
amendment to the 1995 Stock Incentive Plan and to ratify the appointment of
Arthur Andersen, LLP.

COST AND METHOD OF PROXY SOLICITATION

The accompanying Proxy is being solicited on behalf of the Board of
Directors of the Company. All expenses for soliciting Proxies, including the
expense of preparing, printing and mailing the form of Proxy and the material
used in the solicitation thereof, will be borne by the Company. In addition to
the use of the

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<PAGE> 25

mails, Proxies may be solicited by personal interview, telephone and facsimile
by directors and regular officers and employees of the Company. Such persons
will receive no additional compensation for such services. Arrangements may also
be made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the beneficial owners of stock held
of record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.

ANNUAL REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS

You are referred to the Company's annual report, including consolidated
financial statements, for the year ended December 31, 1997, enclosed herewith
for your information. The annual report is not incorporated in this Proxy
Statement and is not to be considered part of the soliciting material.

DEADLINE FOR RECEIPT OF STOCKHOLDER
PROPOSALS FOR 1999 ANNUAL MEETING

Any proposals that stockholders of the Company desire to have presented
at the 1999 Annual Meeting of Stockholders must be received by the Company at
its principal executive offices no later than December 31, 1998.

UNDERTAKING TO PROVIDE DOCUMENTS

THE COMPANY WILL PROVIDE TO EACH PERSON TO WHOM A COPY OF THIS PROXY STATEMENT
IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON AND WITHOUT
CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1997 AND UPON THE PAYMENT OF A REASONABLE FEE WHICH SHALL BE
LIMITED TO THE COMPANY'S REASONABLE EXPENSES, A COPY OF ANY EXHIBIT TO SUCH
ANNUAL REPORT ON FORM 10-K. WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED
TO THOMAS H. EHRLICH, URANIUM RESOURCES, INC., 12750 MERIT DRIVE, SUITE 1020, LB
12, DALLAS, TEXAS 75251, (972) 387-7777.

MISCELLANEOUS

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

DALLAS, TEXAS

April 27, 1998

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<PAGE> 26

EXHIBIT A

URANIUM RESOURCES, INC.
1995 STOCK INCENTIVE PLAN

1. General. This Stock Incentive Plan (the "Plan") provides eligible
employees of Uranium Resources, Inc., (the "Company") with the opportunity to
acquire or expand their equity interest in the Company by making available for
purchase Common Shares, par value $.001 per share, of the Company ("Common
Shares"), through the granting of nontransferable options to purchase Common
Shares ("Stock Options"). It is intended that key employees may be granted,
simultaneously or from time to time, Stock Options that qualify as incentive
stock options ("Incentive Stock Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") or Stock Options that do not so
qualify ("Non-qualified Stock Options"). No provision of the Plan is intended or
shall be construed to grant employees alternative rights in any Incentive Stock
Option granted under the Plan so as to prevent such Option from qualifying under
Section 422 of the Code.

2. Purpose of the Plan. The purpose of the Plan is to provide
continuing incentives to key employees of the Company and of any subsidiary
corporation of the Company, by encouraging such key employees to acquire new or
additional share ownership in the Company, thereby increasing their proprietary
interest in the Company's business and enhancing their personal interest in the
Company's success.

For purposes of the Plan, a "subsidiary corporation" consists of any
corporation at least fifty percent (50%) of the stock of which is directly or
indirectly owned or controlled by the Company.

3. Effective Date of the Plan. The Plan shall become effective upon
its adoption by the Board of Directors, subject to approval by holders of a
majority of the outstanding shares of voting capital stock of the Company. If
the Plan is not so approved within twelve (12) months after the date the Plan is
adopted by the Board of Directors, the Plan and any grants made hereunder shall
be null and void. However, if the Plan is so approved, no further shareholder
approval shall be required with respect to the making of grants pursuant to the
Plan, except as provided in Section 10 hereof.

4. Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company, or by any other
committee selected by such Board of Directors by majority vote and composed of
no fewer than two (2) members of such Board of Directors (the "Committee"). No
person shall be appointed to the Committee who, during the one-year period
immediately preceding such person's appointment to the Committee, has received
any grants of Stock Options under the Plan or any similar stock option or stock
incentive plan, other than a formula-based plan, maintained by the Company or
any subsidiary corporation. A member of the Committee shall not be eligible to
participate in this Plan while serving on the Committee.

A majority of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present (or
acts unanimously approved in writing by the members of the Committee) shall
constitute binding acts of the Committee.

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

(a) To select the key employees to whom grants may be made;

(b) To determine the number of Common Shares to be covered
by any Grant;

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<PAGE> 27

(c) To prescribe the terms and conditions of any grants made
under the Plan, and the form(s) and agreement(s) used in connection with such
grants, which shall include agreements governing the granting of Stock Options;

(d) To determine the time or times when Stock Options will
be granted and when they will terminate in whole or in part;

(e) To determine the time or times when Stock Options that
are granted may be exercised;

(f) To determine whether new options can be issued in
exchange for the surrender and cancellation of options previously issued under
the Plan;

(g) To determine, at the time a Stock Option is granted
under the Plan, whether such Option is an Incentive Stock Option entitled to the
benefits of Section 422 of the Code; and

(h) To establish any other Stock Option agreement provisions
not inconsistent with the terms and conditions of the Plan or, where the Stock
Option is an Incentive Stock Option, with the terms and conditions of Section
422 of the Code.

5. Employees Eligible for Grants. Grants may be made from time to
time to those key employees of the Company or a subsidiary corporation, who are
designated by the Committee in its sole and exclusive discretion. Key employees
may include, but shall not necessarily be limited to, members of the Board of
Directors (excluding members of the Committee), and officers, of the Company and
any subsidiary corporation; however, Stock Options intended to qualify as
Incentive Stock Options shall only be granted to key employees while actually
employed by the Company or a subsidiary corporation. The Committee may grant
more than one Stock Option to the same key employee. No Stock Option shall be
granted to any key employee during any period of time when such key employee is
on a leave of absence.

6. Shares Subject to the Plan. The shares to be issued pursuant to
any Stock Option granted under the Plan shall be Common Shares. Either Common
Shares held as treasury stock, or authorized and unissued Common Shares, or
both, may be so issued, in such amount or amounts within the maximum limits of
the Plan as the Board of Directors shall from time to time determine.

Subject to the provisions of the next succeeding paragraph of this
Section 6 and the provisions of Section 7(h), the aggregate number of Common
Shares that can be actually issued under the Plan shall be one million, two
hundred and fifty thousand (1,250,000) Common Shares.

If, at any time subsequent to the date of adoption of the Plan by the
Board of Directors, the number of Common Shares are increased or decreased, or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation (whether as a result
of a stock split, stock dividend, combination or exchange of shares, exchange
for other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall automatically be
substituted for each Common Share subject to an unexercised Stock Option (in
whole or in part) granted under the Plan, the number and kind of shares of stock
or other securities into which each outstanding Common Share shall be changed or
for which each such Common Share shall be exchanged; and (ii) the option price
per Common Share or unit of securities shall be increased or decreased
proportionately so that the aggregate purchase price for the securities subject
to a Stock Option shall remain the same as immediately prior to such event. In
addition to the foregoing, the Committee shall be entitled in the event of any
such increase, decrease or exchange of Common Shares to make other adjustments
to the securities subject to a Stock Option, the provisions of the Plan, and to
any related Stock Option agreements (including adjustments which may provide for
the elimination of fractional shares), where necessary to preserve the terms and
conditions of any grants hereunder.

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<PAGE> 28

7. Stock Option Provisions.

(a) General. The Committee may grant to key employees (also
referred to as "optionees") nontransferable Stock Options that either qualify as
Incentive Stock Options under Section 422 of the Code or do not so qualify.
However, any Stock Option which is an Incentive Stock Option shall only be
granted within 10 years from the earlier of (i) the date this Plan is adopted by
the Board of Directors of the Company; or (ii) the date this Plan is approved by
the shareholders of the Company.

(b) Stock Option Price. The option price per Common Share
which may be purchased under an Incentive Stock Option under the Plan shall be
determined by the Committee at the time of Grant, but shall not be less than one
hundred percent (100%) of the fair market value of a Common Share, determined as
of the date such Option is granted; however, if a key employee to whom an
Incentive Stock Option is granted is, at the time of the grant of such Option,
an "owner," as defined in Section 422(b)(6) of the Code (modified as provided in
Section 424(d) of the Code) of more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any subsidiary
corporation (a "Substantial Shareholder"), the price per Common Share of such
Option, as determined by the Committee, shall not be less than one hundred ten
percent (110%) of the fair market value of a Common Share on the date such
Option is granted. The option price per Common Share under each Stock Option
granted pursuant to the Plan which is not an Incentive Stock Option shall be
determined by the Committee at the time of Grant. Except as specifically
provided above, the fair market value of a Common Share shall be determined in
accordance with procedures to be established by the Committee. The day on which
the Committee approves the granting of a Stock Option shall be considered the
date on which such Option is granted.

(c) Period of Stock Option. The Committee shall determine
when each Stock Option is to expire. However, no Stock Option shall be
exercisable for a period of more than ten (10) years from the date upon which
such Option is granted. Further, no Incentive Stock Option granted to an
employee who is a Substantial Shareholder at the time of the grant of such
Option shall be exercisable after the expiration of (5) years from the date of
grant of such Option.

(d) Limitation on Exercise and Transfer of Stock Options.
Only the key employee to whom a Stock Option is granted may exercise such
Option, except where a guardian or other legal representative has been duly
appointed for such employee, and except as otherwise provided in the case of
such employee's death. No Stock Option granted hereunder shall be transferable
by an optionee other than by will or the laws of descent and distribution. No
Stock Option granted hereunder may be pledged or hypothecated, nor shall any
such Option be subject to execution, attachment or similar process.

(e) Employment, Holding Period Requirements For Certain
Options. The Committee may condition any Stock Option granted hereunder upon the
continued employment of the optionee by the Company or by a subsidiary
corporation, and may make any such Stock Option immediately exercisable.
However, the Committee will require that, from and after the date of grant of
any Incentive Stock Option granted hereunder until the day three (3) months
prior to the date such Option is exercised, such optionee must be an employee of
the Company or of a subsidiary corporation, but always subject to the right of
the Company or any such subsidiary corporation to terminate such optionee's
employment during such period. Each Stock Option shall be subject to such
additional restrictions as to the time and method of exercise as shall be
prescribed by the Committee. Upon completion of such requirements, if any, a
Stock Option or the appropriate portion thereof may be exercised in whole or in
part from time to time during the option period; however, such exercise right(s)
shall be limited to whole shares.

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<PAGE> 29

(f) Payment for Stock Option Price. A Stock Option shall be
exercised by an optionee giving written notice to the Company of his intention
to exercise the same, accompanied by full payment of the purchase price in cash
or by check, or, with the consent of the Committee, in whole or in part with a
promissory note or with a surrender of Common Shares having a fair market value
on the date of exercise equal to that portion of the purchase price for which
payment in cash or check is not made. The Committee may, in its sole discretion,
approve other methods of exercise for a Stock Option or payment of the option
price, provided that no such method shall cause any option granted under the
Plan as an Incentive Stock Option to not qualify under Section 422 of the Code,
or cause any Common Share issued in connection with the exercise of an option
not to be a fully paid and non-assessable Common Share.

(g) Certain Reissuances of Stock Options. To the extent
Common Shares are surrendered by an optionee in connection with the exercise of
a Stock Option in accordance with Section 7(f), the Committee may in its sole
discretion grant new Stock Options to such optionee (to the extent Common Shares
remain available for grants), subject to the following terms and conditions:

(i) The number of Common Shares shall be equal to
the number of Common Shares being surrendered by the optionee;

(ii) The option price per Common Share shall be
equal to the fair market value of Common Shares, determined on the date of
exercise of the Stock Options whose exercise caused such Grant; and

(iii) The terms and conditions of such Stock Options
shall in all other respects replicate such terms and conditions of the Stock
Options whose exercise caused such Grant, except to the extent such terms and
conditions are determined to not be wholly consistent with the general
provisions of this Section 7, or in conflict with the remaining provisions of
this Plan.

(h) Cancellation and Replacement of Stock Options and
Related Rights. The Committee may at any time or from time to time permit the
voluntary surrender by an optionee who is the holder of any outstanding Stock
Options under the Plan, where such surrender is conditioned upon the granting to
such optionee of new Stock Options for such number of shares as the Committee
shall determine, or may require such a voluntary surrender as a condition
precedent to the grant of new Stock Options. The Committee shall determine the
terms and conditions of new Stock Options, including the prices at and periods
during which they may be exercised, in accordance with the provisions of this
Plan, all or any of which may differ from the terms and conditions of the Stock
Options surrendered. Any such new Stock Options shall be subject to all the
relevant provisions of this Plan. The Common Shares subject to any Stock Option
so surrendered, shall no longer be charged against the limitation provided in
Section 6 of this Plan and may again become shares subject to the Plan. The
granting of new Stock Options in connection with the surrender of outstanding
Stock Options under this Plan shall be considered for the purposes of the Plan
as the granting of new Stock Options and not an alteration, amendment or
modification of the Plan or of the Stock Options being surrendered.

(i) Limitation on Exercisable Incentive Stock Options.
The aggregate fair market value of the Common Shares first becoming subject to
exercise as Incentive Stock Options by a key employee during any given calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). Such
aggregate fair market value shall be determined as of the date such Option is
granted, taking into account, in the order in which granted, any other incentive
stock options granted by the Company, or by a parent or subsidiary thereof.

8. Termination of Employment. If a key employee ceases to be an
employee of the Company and every subsidiary corporation, for a reason other
than death, retirement, or permanent and total disability, his Stock Options
shall, unless extended by the Committee on or before his date of termination of
employment,

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<PAGE> 30
terminate on the effective date of such termination of employment. Neither the
key employee nor any other person shall have any right after such date to
exercise all or any part of his Stock Options.

If termination of employment is due to death or permanent and total
disability, then outstanding Stock Options may be exercised within the one (1)
year period ending on the anniversary of such death or permanent and total
disability. In the case of death, such outstanding Stock Options shall be
exercised by such key employee's estate, or the person designated by such key
employee by will, or as otherwise designated by the laws of descent and
distribution. Notwithstanding the foregoing, in no event shall any Stock Option
be exercisable after the expiration of the option period, and in the case of
exercises made after a key employee's death, not to any greater extent than the
key employee would have been entitled to exercise such Option at the time of his
death.

Subject to the discretion of the Committee, in the event a key employee
terminates employment with the Company and all subsidiary corporations because
of normal or early retirement, any then-outstanding Stock Options held by such
key employee shall lapse at the earlier of the end of the term of such Stock
Option or three (3) months after such retirement or permanent and total
disability.

In the event an employee of the Company or one of its subsidiary
corporations is granted a leave of absence by the Company or such subsidiary
corporation to enter military service or because of sickness, his employment
with the Company or such subsidiary corporation shall not be considered
terminated, and he shall be deemed an employee of the Company or such subsidiary
corporation during such leave of absence or any extension thereof granted by the
Company or such subsidiary corporation.

9. Change of Control. Upon the occurrence of a Change of Control (as
defined below), notwithstanding any other provisions hereof or of any agreement
to the contrary, all Stock Options granted under this Plan shall become
immediately exercisable in full.

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

Notwithstanding the provisions of subparagraph (iv) of this Section 9,
"person" is used in that subparagraph shall not include any holder who was the
beneficial owner of more than ten percent (10%) of the voting securities of the
Company on the date the Plan was adopted by the Board of Directors.

10. Amendments to Plan. The Committee is authorized to interpret this
Plan and from time to time adopt any rules and regulations for carrying out this
Plan that it may deem advisable. Subject to the approval of the Board of
Directors of the Company, the Committee may at any time amend, modify, suspend
or terminate this Plan. In no event, however, without the approval of
shareholders, shall any action of the Committee or the Board of Directors result
in:

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<PAGE> 31

(a) Materially amending, modifying or altering the eligibility
requirements provided in Section 5 hereof; or

(b) Materially increasing, except as provided in Section 6
hereof, the maximum number of shares subject to Stock Options; except to conform
this Plan and any agreements made hereunder to changes in the Code or governing
law.

11. Investment Representation, Approvals and Listing. The Committee
may, if it deems appropriate, condition its grant of any Stock Option hereunder
upon receipt of the following investment representation from the optionee:

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

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

12. General Provisions. The form and substance of Stock Option
agreements made hereunder, whether granted at the same or different times, need
not be identical. Nothing in this Plan or in any agreement shall confer upon any
employee any right to continue in the employ of the Company or any of its
subsidiary corporations, to be entitled to any remuneration or benefits not set
forth in this Plan or such Grant, or to interfere with or limit the right of the
Company or any subsidiary corporation to terminate his employment at any time,
with or without cause. Nothing contained in this Plan or in any Stock Option
agreement shall be construed as entitling any optionee to any rights of a
shareholder as a result of the grant of a Stock Option, until such time as
Common Shares are actually issued to such optionee pursuant to the exercise of
such Option. This Plan may be assumed by the successors and assigns of the
Company. The liability of the Company under this Plan and any sale made
hereunder is limited to the obligations set forth herein with respect to such
sale and no term or provision of this Plan shall be construed to impose any
liability on the Company in favor of any employee with respect to any loss, cost
or expense which the employee may incur in connection with or arising out of any
transaction in connection with this Plan. The cash proceeds received by the
Company from the issuance of Common Shares pursuant to this Plan will be used
for general corporate purposes. The expense of administering this Plan shall be
borne by the Company. The captions and section numbers appearing in this Plan
are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of this Plan.

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<PAGE> 32

13. Termination of This Plan. This Plan shall terminate on
October 11, 2005, and thereafter no Stock Options shall be granted hereunder.
All Stock Options outstanding at the time of termination of this Plan shall
continue in full force and effect according to their terms and the terms and
conditions of this Plan.

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<PAGE> 33

URANIUM RESOURCES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 5, 1998

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Uranium Resources, Inc. (the "Company")
hereby constitutes and appoints Paul K. Willmott, George R. Ireland, James B.
Tompkins and Leland O. Erdahl, or any of them acting singly, each with the power
of substitution as attorneys and proxies to vote all of the shares which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held at the Landmark Club, 12740 Merit Drive, Dallas, Texas, 75251
on Friday, June 5, 1998, at 9:00 a.m., local time, and at any and all
adjournments thereof, with the same force and effect as if the undersigned were
personally present, and the undersigned hereby instructs the above-named
Attorneys and Proxies to vote as follows:

1. ELECTION OF DIRECTORS. The following four persons have been
nominated to serve on the Company's Board of Directors: Paul K. Willmott,
George R. Ireland, James B. Tompkins and Leland O. Erdahl.

[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
to vote for all
nominees listed
above

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE
INDIVIDUAL NOMINEES, WRITE THE NAME OF EACH SUCH NOMINEE IN THE
SPACE PROVIDED BELOW.)

Withhold authority to vote for any
individual nominee
--------------------------------------------

2. APPROVAL OF AMENDMENT TO 1995 STOCK INCENTIVE PLAN. Proposal to
approve the amendment of the 1995 Stock Incentive Plan to increase the number of
shares of Common Stock which may be issued upon the exercise of options under
the Plan from 750,000 shares to 1,250,000 shares:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. RATIFICATION OF ARTHUR ANDERSEN, LLP. Proposal to ratify the
selection of Arthur Andersen, LLP, independent accountants, as the independent
auditors of the Company for the fiscal year ending December 31, 1998:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE> 34

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

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

DATED: , 1998
---------------------

----------------------------------
(Signature)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THIS CARD. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, PERSONAL REPRESENTATIVE, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE AS SUCH. FOR A CORPORATION OR A PARTNERSHIP, PLEASE SIGN IN THE FULL
CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED OFFICER OR THE FULL
PARTNERSHIP NAME BY AN AUTHORIZED PERSON, AS THE CASE MAY BE. (PLEASE MARK,
SIGN, DATE, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.)

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