WWR DEF 14A Report ended June 4, 2014

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

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		Uranium Resources, Inc. 6950 S. Potomac Street, Suite 300 Centennial, Colorado 80112 www.uraniumresources.com

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Uranium Resources, Inc.:

NOTICE IS HEREBY GIVEN that the 2014 Annual Meeting of the Stockholders of Uranium Resources, Inc. will be held on Wednesday, June 4, 2014 at 9:00 a.m., local time, at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112, for the following purposes:

1.

Elect as directors the six nominees named in the accompanying Proxy Statement.



2.

Ratify the appointment of Hein & Associates LLP as our independent registered public accounting firm for 2014.



3.

Provide advisory approval of our executive compensation.



4.

Transact such other business as may properly come before the Annual Meeting of Stockholders.

The Board of Directors has fixed the close of business on Friday, April 18, 2014 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders or at any adjournment or postponement 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,
		John W. Lawrence, Secretary

Centennial, Colorado
April 25, 2014

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EXECUTIVE COMPENSATION HIGHLIGHTS

Our compensation program provides total direct compensation to our named executive officers ("NEOs") that supports our philosophy of pay-for-performance and alignment of incentives between our management and stockholders. To that end, we have implemented the following policies and practices:

•

Significant "At-Risk" Compensation .  A significant portion of NEO compensation and bonus opportunities are based on their performance and the performance of the Company. Two-thirds of the initial equity grants to our CEO and CFO in 2013 were performance-based, with a significant risk of forfeiture — one-third of our CEO's performance-based awards that could vest in 2014 based on 2013 performance were forfeited.

•

Short-Term Incentive Compensation .  The short-term incentive compensation component of our compensation program includes an annual incentive payment, payable in cash or stock, upon the achievement of specific planned performance goals. Such incentive payment serves as a vehicle for recruitment and retention and allows us to deliver competitive compensation tied to performance. For 2013 performance, the Compensation Committee determined our NEOs earned from 45% to 63% of their target awards, again based on individual and Company-wide performance.

•

Long-Term Incentive Compensation .  The long-term incentive compensation component of our compensation program includes restricted stock units ("RSUs") tied to both performance and length of service. The award of such RSUs further aligns our management's interests with our long-term performance and stockholder value.

•

No Perquisites .  We do not provide any perquisites, whether cash or otherwise, to our CEO, CFO or other NEOs.

The 2013 pay mix for our CEO and CFO demonstrates our philosophy regarding significant long-term and performance-based compensation, as set forth in our 2013 Summary Compensation Table:

2013 CEO Compensation Mix:		2013 CFO Compensation Mix:

DIRECTOR NOMINEES

						Committees
Name		Age		Director Since		Audit		Compensation		Nominating and Corporate Governance		Health, Safety, Environment and Public Affairs
Terence J. Cryan*		51		2006				Chair		Chair
Christopher M. Jones		55		2013								X
Marvin K. Kaiser*		72		2007		Chair		X		X
Tracy A. Stevenson*		63		2013		X						X
Mark K. Wheatley*		52		2013		X		X				X
Paul K. Willmott		74		1994								Chair

*

independent director

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Uranium Resources, Inc.
6950 S. Potomac Street, Suite 300
Centennial, Colorado 80112

PROXY STATEMENT
2014 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION ABOUT OUR ANNUAL MEETING

This Proxy Statement is furnished in connection with the solicitation of proxies by Uranium Resources, Inc. (the "Company" or "URI") on behalf of the Board of Directors of the Company for the 2014 Annual Meeting of Stockholders (the "2014 Annual Meeting"). The Company is making this Proxy Statement and the accompanying proxy first available on or about April 25, 2014.

The 2014 Annual Meeting will be held on Wednesday, June 4, 2014 at 9:00 a.m., local time, at our corporate headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

At the 2014 Annual Meeting, stockholders will vote on the following matters, as well as any other business properly brought before the meeting:

•

Proposal No. 1 :  Elect as directors the six nominees named in this Proxy Statement. The Board recommends a vote FOR each of the nominees.

•

Proposal No. 2 :  Ratify the appointment of Hein & Associates LLP as our independent registered public accountants for 2014. The Board recommends a vote FOR this proposal.

•

Proposal No. 3 :  Provide advisory approval of the compensation of our named executive officers. The Board recommends a vote FOR this proposal.

STOCKHOLDERS ENTITLED TO VOTE

Holders of record of URI common stock at the close of business on April 18, 2014, the record date, or their duly authorized proxy holders, are entitled to vote on each matter submitted to a vote at the 2014 Annual Meeting and at any adjournment or postponement thereof. At the close of business on the record date, there were 24,605,399 shares of the URI common stock outstanding and entitled to one vote per share each at the 2014 Annual Meeting. Cumulative voting is not permitted.

VOTING PROCEDURES

If you are a stockholder of record (that is, if your shares are registered in your own name with our transfer agent), you can vote any one of three ways:

•

Via the Internet .  You may vote by visiting vote.corporatestock.com on the Internet and entering the control number found on your proxy card.

•

By Mail .  You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

•

In Person .  Attend the 2014 Annual Meeting and vote in person.

If you are a beneficial owner of shares held in "street name" (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of four ways:

•

Via the Internet .  You may vote via the Internet by following the instructions on the voting instruction form accompanying the proxy materials.

•

By Telephone .  You may vote by proxy by calling the toll-free number found on the voting instruction form.

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•

By Mail .  You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.

•

In Person .  You must obtain a legal proxy from the organization that holds your shares if you wish to attend the 2014 Annual Meeting and vote in person.

As the beneficial owner of shares held in street name, you have the right to direct your bank or broker how to vote your shares, and your bank or broker is required to vote your shares in accordance with your instructions. If you do not give instructions to your bank or broker, it will nevertheless be entitled to vote your shares with respect to "routine" items, but it will not be permitted to vote your shares with respect to "non-routine" items. In the case of a non-routine item, your shares will be considered "broker non-votes" on that proposal. Proposal No. 2 (ratification of the appointment of the independent registered public accountants) is a matter that we believe will be designated "routine." Proposal No. 1 (election of directors) and Proposal No. 3 (advisory approval of the compensation of the Company's named executive officers) are matters the Company believes will be considered "non-routine."

You may revoke your proxy and change your vote before the 2014 Annual Meeting by voting again via the Internet or by telephone, by completing, signing, dating and returning a new proxy card or voting instruction form with a later date, or by attending the 2014 Annual Meeting and voting in person. Only your latest dated proxy we receive prior to the 2014 Annual Meeting will be counted. However, your attendance at the 2014 Annual Meeting will not automatically revoke your proxy unless you vote again at the 2014 Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company's Secretary at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, a written notice of revocation prior to the 2014 Annual Meeting.

QUORUM FOR THE 2014 ANNUAL MEETING

The presence in person or by proxy of the holders of one third of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Votes "for" and "against" or "withhold," and "abstentions" and "broker non-votes" will all be counted as present to determine whether a quorum has been established. Once a share of the Company's common stock is represented for any purpose at the 2014 Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting and any adjournments of the Annual Meeting unless a new record date is or must be set for the adjourned meeting. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the 2014 Annual Meeting until a quorum is obtained.

VOTING REQUIREMENTS FOR EACH PROPOSAL

Assuming the existence of a quorum at the 2014 Annual Meeting:

•

Election of Directors .  For Proposal No. 1, the Company's directors are elected by a plurality, and the six nominees for director who receive the most FOR votes at the 2014 Annual Meeting in person or by proxy will be elected to the Board of Directors. Abstentions, "broker non-votes" and shares that are voted "withhold" in regards to a director nominee will not be counted toward such nominee's election and will have no effect on the outcome of the election.

•

Ratification of Independent Registered Public Accountants .  For Proposal No. 2, the affirmative vote of a majority of the votes cast on the proposal at the 2014 Annual Meeting in person or by proxy is required to ratify the appointment

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of the independent registered public accountants. Abstentions and "broker non-votes" are not treated as cast either for or against the proposal, and therefore will not affect the outcome of the vote.

•

Advisory Approval of the Compensation of Our Named Executive Officers .  For Proposal No. 3, the affirmative vote of a majority of the votes cast on the proposal at the 2014 Annual Meeting in person or by proxy is required to approve, by non-binding vote, the compensation of the Company's named executive officers. Abstentions and "broker non-votes" are not treated as cast either for or against the proposal, and therefore will not affect the outcome of the vote.

Shares will be voted on each proposal as instructed in the accompanying proxy. However, if no instructions are given on a validly signed and returned proxy (other than with respect of "broker non-votes"), the shares will be voted in accordance with the Board's recommendations as follows: (i) FOR the election of the six director nominees named in this Proxy Statement, (ii) FOR ratification of the appointment of Hein & Associates LLP as our independent registered public accountants for the year ending December 31, 2014, and (ii) FOR advisory approval of the compensation of our named executive officers.

AVAILABILITY OF PROXY MATERIALS

Pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), we are providing access to our proxy materials, which include our notice of annual meeting, this Proxy Statement and our 2013 Annual Report to Stockholders, over the Internet at http://urre.client.shareholder.com . These proxy materials are available without charge.

Upon your written request, we will provide to you a complimentary copy of our 2013 Annual Report on Form 10-K (without exhibits) as filed with the SEC. The Company's audited consolidated financial statements are included in the Annual Report on Form 10-K. Your request should be mailed to the Company's offices, addressed as follows: Uranium Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. A free copy of the Form 10-K may also be obtained at the Internet web site maintained by the SEC at www.sec.gov or by visiting our Internet web site at http://urre.client.shareholder.com .

INSPECTORS OF ELECTION

Representatives from Corporate Stock Transfer, Inc., the Company's transfer agent, will serve as the inspectors of election.

COSTS AND METHODS OF PROXY SOLICITATION

We are providing these proxy materials in connection with the solicitation by our Board of Directors of proxies to be voted at our 2014 Annual Meeting. We will bear all expenses incurred in connection with the solicitations of proxies. In addition to the solicitation of proxies by mail, the Company may ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and bank nominees their expenses for the solicitation. Our directors, officers and employees also may solicit proxies by mail, telephone, electronic or facsimile transmission or in person. They will not receive any additional compensation for these activities.

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ELECTION OF DIRECTORS (PROPOSAL NO. 1)

Our Board of Directors has nominated six directors for election at the 2014 Annual Meeting. The directors will hold office from election until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently URI directors who were elected by the stockholders at the 2013 Annual Meeting, except for Tracy A. Stevenson, who was appointed by the Board of Directors effective December 27, 2013.

If your proxy is properly completed and received in time for the Annual Meeting, and if your proxy does not indicate otherwise, the represented shares will be voted FOR each of the directors presented below. We have no reason to believe that any of the nominees for director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.

In the paragraphs below, we describe each nominee's individual management and leadership experience for at least the last five years, which we believe, in the aggregate, creates a well-rounded and capable Board of Directors and contributes to the overall effectiveness of our Board and each of its Committees. Each nominee is an incumbent director and each nominee has consented to being named herein and to serve on the Board of Directors if elected. There are no family relationships among any director, executive officer or any person nominated or chosen by us to become a director.

Following each nominee's biography below, we have highlighted certain notable skills and qualifications that contributed to his selection as a member of our Board of Directors.

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Paul K. Willmott
Chairman of the Board of Directors
Chairman of the Health, Safety, Environment and Public Affairs Committee

Paul K. Willmott first joined the Board in August 1994 and has served as Chairman of the Board since July 1995. Mr. Willmott served as our President from February 1995 to October 2006, our Chief Executive Officer from July 1995 to August 2007 and our Executive Chairman from August 2007 to February 2013. Mr. Willmott also served as our Chief Financial Officer from April 1995 to September 1995. Mr. Willmott previously served in various positions at Union Carbide Corporation, where he was involved for 25 years in the finance and operation of Union Carbide's world-wide mining and metals business. Mr. Willmott was President of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide, from 1987 to 1991, where he was responsible for Union Carbide's uranium and vanadium businesses. From January 1993 until February 1995, Mr. Willmott was engaged by the Concord Mining Unit as a senior vice president where he was primarily involved in the acquisition of UMETCO Minerals Corporation's uranium and vanadium operating assets. In addition, he is a founding member of UMINICON, LLC, a corporate services firm. 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.

As a result of his involvement in various executive-level positions with the Company over the last 19 years, including his tenure as President, Chief Executive Officer, Chief Financial Officer and Chairman, Mr. Willmott is able to provide valuable insights regarding the management and strategy of the Company. In addition, Mr. Willmott's 25 years with Union Carbide provide him with extensive knowledge of the mining industry, including the unique issues surrounding the mining of uranium.

Christopher M. Jones
President and Chief Executive Officer
Member of the Health, Safety, Environment and Public Affairs Committee

Christopher M. Jones has served as President and Chief Executive Officer and a director since April 2013. Mr. Jones has more than 30 years' experience in the mining industry and was most recently President, Chief Executive Officer and a director of Wildcat Silver Corporation from August 2008 to May 2012, where he and his team effectively doubled the size of Wildcat Silver's resources twice using proven metallurgical technologies. Prior to that, Mr. Jones was the Chief Operating Officer and the Mining General Manger at Albian Sands Energy from April 2004 to June 2008. Mr. Jones also held management positions at RAG Coal West Inc., Phelps Dodge Sierrita Corp. and Cyprus Amax Coal Company. He is a member of the American Institute of Mining, Metallurgical, and Petroleum Engineers and is a Professional Engineer registered in Utah and Alberta. Mr. Jones received a Bachelor of Science degree in Mining Engineering at the South Dakota School of Mines and a Master of Business Administration degree from Colorado State University.

Mr. Jones has extensive executive and leadership experience as a result of his prior employment in management roles at other companies within the mining industry, which enables him to provide valuable counsel to the Company on issues of strategic planning and corporate governance. In addition, Mr. Jones has a history of leading various mining and production operations, as well as exploration and development projects, which will be useful to the Company in its efforts to develop its asset base in New Mexico and position its South Texas operations for a return to production.

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Terence J. Cryan
Chairman of the Compensation and Nominating and Corporate Governance Committees

Terence J. Cryan has served as a director since October 2006 and served as the Company's Interim President and Chief Executive Officer from September 2012 to March 2013. Mr. Cryan has over twenty-five years of experience in international business as an investment banker in the United States and Europe. In 2001, Mr. Cryan co-founded and presently serves as the Managing Director of Concert Energy Partners, an investment and private equity firm based in New York City. Prior to that, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns. Earlier in his career, Mr. Cryan was a Managing Director, Energy and Natural Resources Group Head and member of the Investment Banking Operating Committee at Paine Webber. Mr. Cryan joined Paine Webber following its acquisition of Kidder, Peabody in 1994. From 2007 to 2010, Mr. Cryan also served as President and Chief Executive Officer of Medical Acoustics LLC. Mr. Cryan has also been an adjunct professor at the Metropolitan College of New York Graduate School of Business and is a frequent lecturer at finance and energy and natural resources industry gatherings. Mr. Cryan received a Master of Science degree in Economics from the London School of Economics in 1984 and a Bachelor of Arts degree in Economics from Tufts University in 1983. Mr. Cryan currently serves on the boards of Global Power Equipment Corp. Inc. and Ocean Power Technologies, and was previously a director of The Providence Service Corporation from May 2009 to May 2011 and Gryphon Gold Corporation from August 2009 to December 2012. Mr. Cryan is a member of the National Association of Corporate Directors.

Mr. Cryan's extensive financial industry experience and educational background in economics provide him with a wealth of knowledge in dealing with financial, accounting and regulatory matters. Mr. Cryan's prior professional experience also permits him to provide valuable advice to the Company with respect to potential capital raising and merger and acquisition transactions, and his service as Interim President and Chief Executive Officer of the Company provides him a deep understanding of the operations of the Company.

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Marvin K. Kaiser
Chairman of the Audit Committee and Member of the Compensation Committee

Marvin K. Kaiser has served as a director since July 2007 and is Chairman of the Audit Committee. Since 2006, Mr. Kaiser has owned Whippoorwill Consulting LLC, a consulting practice specializing in the natural resource industry. In February 2006, Mr. Kaiser retired from The Doe Run Company, a privately held natural resources company and the largest integrated lead producer in the Western Hemisphere, where he served as Executive Vice President and Chief Administrative Officer. Prior to his thirteen years with Doe Run, Mr. Kaiser held the positions of Chief Financial Officer for Amax Gold, Olympic Mining Corporation and Ranchers Exploration at various times over a 24-year period. Mr. Kaiser graduated from Southern Illinois University with a Bachelor of Science degree in Accounting in 1963 and serves as a director of the Southern Illinois University Foundation. He is a Certified Public Accountant and is experienced in all aspects of corporate finance and management. Mr. Kaiser currently serves as a director of Aurania Resources Ltd. Mr. Kaiser previously served as a director of New West Gold Corporation from May 2006 through September 2007, Constellation Copper Corporation from August 2006 through December 2008, El Capitan Precious Metals Inc. from September 2007 through April 2009, Gryphon Gold Corporation from November 2008 to December 2013, and Brigus Gold Corp. (formerly named Apollo Gold Corporation) from May 2006 to March 2014.

Mr. Kaiser's qualifications for election to the Company's Board of Directors include over 40 years in the mining and exploration industries. In addition, Mr. Kaiser's background in accounting and his prior experience serving on the audit committees of other public companies make him a valuable advisor to the Company on financial and accounting issues and uniquely qualify him to serve as the Company's Audit Committee financial expert.

Tracy A. Stevenson
Member of the Audit and Health, Safety, Environment and Public Affairs Committees

Tracy A. Stevenson has served as a director since December 2013. A founding member of Bedrock Resources, LLC, a private financial advisory firm focused on natural resource businesses, since 2010, Mr. Stevenson previously was Global Head of Information Systems and Global Head of Business Process Improvement at Rio Tinto PLC. In addition, he served as Executive Vice President, Chief Financial Officer and a director of Comalco Ltd. and as Chief Financial Officer and a director of Kennecott Corporation. Mr. Stevenson has served as a director of Quaterra Resources Inc. since July 2007 and was its Non-Executive Chairman from February 2008 to June 2013. Mr. Stevenson has also served as a director of Vista Gold Corp. since November 2007 and previously served as a director of Ivanhoe Mines Ltd. from May 2010 to April 2012. In addition, he is a founding member of SOS Investors LLC, a private investment firm. Mr. Stevenson, a Certified Public Accountant, graduated magna cum laude with a Bachelor of Science degree in Accounting from the University of Utah and spent four years with a predecessor of the firm PricewaterhouseCoopers LLP.

Mr. Stevenson's extensive experience in finance as a founding member of a financial advisory firm, as a Certified Public Accountant and in executive roles at other companies in the mining industry enables him to provide valuable counsel to the Company on financial matters and business opportunities related to the Company's business strategy. In addition, Mr. Stevenson's extensive board service at numerous companies in the mining industry provides him deep industry knowledge and allows him to provide important corporate governance insight to the Company.

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Mark K. Wheatley
Member of the Audit, Compensation and Health, Safety, Environment and Public Affairs Committees

Mark K. Wheatley has served as a director since January 2013. Mr. Wheatley has more than 25 years of global metals and mining exploration and development experience and has served on the boards of numerous companies over the last 10 years. Mr. Wheatley currently serves as Chairman of Xanadu Mines Ltd. Mr. Wheatley previously served as Chairman of Goliath Gold Mining Limited from March 2011 to April 2013 and as Chairman of Gold One International Limited from May 2009 through December 2011 and then as lead independent director through December 2012. Mr. Wheatley also served as a director of Uranium One Inc. from 2005 through 2010 and as a director of St. Barbara Limited from November 2003 to July 2006, and was Chairman of Norton Gold Fields Ltd during a one-year restructuring period ending in July 2011. Mr. Wheatley was Chief Executive Officer of Southern Cross Resources from 2003, and Chairman of the Board beginning in 2004, until the company merged to create Uranium One in 2005. Mr. Wheatley's executive management experience also includes Managing Director and Chief Executive Officer of BMA Gold Ltd. from July 2006 to May 2009 (including during a period of voluntary administration from January 2007 through November 2007), General Manager of Corporate Development for Aurion Gold, and Senior Vice President within the global mining team of Bankers Trust Australia. Mr. Wheatley started his career at BHP in 1979 and worked in a number of technical and commercial roles.

Mr. Wheatley's qualifications for election to the Company's Board of Directors include his extensive executive and mining experience, including management and board positions in the uranium industry. Mr. Wheatley's successfully leadership of companies in all aspects and phases of project development, including finance, operations, exploration, production and ultimately closure, makes him a valuable advisor to the Company as it works to develop its asset base in South Texas and New Mexico.

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OWNERSHIP OF URI COMMON STOCK

STOCK OWNERSHIP OF OFFICERS AND DIRECTORS

The following table shows, as of April 18, 2014, the number of shares of URI common stock beneficially owned by each director, by each of the named executive officers identified in the 2013 Summary Compensation Table on page 32 in this Proxy Statement, and by all current directors and executive officers as a group. The percentage of beneficial ownership is based on 24,605,399 shares of common stock outstanding as of the close of business on April 18, 2014. The information in this table is based solely on statements in filings with the SEC or other reliable information.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding persons or groups known to the Company to be beneficial owners of more than 5% of our outstanding common stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors and executive officers and persons who own more than 10% of our outstanding common stock to file reports of ownership and changes in ownership of our common stock. To our knowledge, based on a review of those forms and written representations, in 2013 all required forms were filed on time with the SEC, with the exception of a Form 3 required to be filed by Dain A. McCoig by February 4, 2013 following his promotion to Vice President – South Texas Operations on January 24, 2013. The Form 3 was filed on April 10, 2013.

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CORPORATE GOVERNANCE

BOARD OF DIRECTORS

Our business and affairs are overseen by our Board of Directors pursuant to the Delaware General Corporation Law and our Amended and Restated Bylaws. Members of the Board of Directors are kept informed of the Company's business through discussions with the Chairman and key members of management, by reviewing materials provided to them and by participating in Board and Committee meetings. All members of the Board of Directors are elected annually by the stockholders.

Regular attendance at Board meetings and the Annual Meeting is expected of each director. Our Board of Directors held eleven meetings during 2013, including one meeting held on-site at one of the Company's properties. No director attended fewer than 75% of the total number of Board and applicable Committee meetings (held during the period that such director served) in 2013. The independent directors met in executive session at each Board meeting held in 2013. All but one of the directors at the time attended the 2013 Annual Meeting of Stockholders.

BOARD LEADERSHIP STRUCTURE

The Company's governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company's needs and the Board's assessment of the Company's leadership from time to time. Although the Board regularly considers and is open to different structures as circumstances may warrant, the Board believes that the current arrangement of having a non-management Chairman is currently in the best interests of the Company and its stockholders. The Chairman, Mr. Willmott, served as the Chief Executive Officer of the Company from July 1995 to August 2007 and, following his retirement as an executive officer of the Company, as Executive Chairman from August 2007 to February 2013. The current separation between the roles of Chairman and Chief Executive Officer appropriately balances the need for the Chief Executive Officer to manage the daily activities of the Company, and the Chairman serves as a liaison between the Board and executive management in an effort to enhance this relationship.

DIRECTOR INDEPENDENCE

The Board annually reviews all relationships that directors have with the Company to affirmatively determine whether the directors are "independent" under NASDAQ listing standards. The Board has determined that each of Messrs. Cryan, Kaiser, Stevenson and Wheatley is "independent." In arriving at the foregoing independence determination, the Board of Directors considered transactions and relationships between each director or any member of his immediate family and the Company, its subsidiaries or its affiliates, including Mr. Cryan's service as the Company's Interim President and Chief Executive Officer from September 2012 through March 2013. The Board has determined that the directors designated as "independent" have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

ARRANGEMENTS REGARDING ELECTION OF DIRECTORS

Under a Stockholders' Agreement between RCF and the Company dated March 1, 2012, as subsequently modified by a Bridge Loan Agreement between the Company and RCF dated December 17, 2012 and a Loan Agreement between the Company and RCF dated November 13, 2013, the Company and RCF have the following arrangements regarding the election of directors: (i) so long as RCF and its affiliates own or hold shares of URI common stock which in the aggregate

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exceed 10% of the Company's issued and outstanding common stock, RCF will be entitled to have one designee placed in nomination for a seat on the Company's Board of Directors; (ii) so long as RCF and its affiliates own or hold shares of URI common stock which in the aggregate exceed 25% of the Company's issued and outstanding common stock, RCF will be entitled to have an additional designee placed in nomination for a seat on the Company's Board of Directors; and (iii) so long as any obligations remain outstanding under the Loan Agreement, RCF has the right to nominate two individuals to serve of the Company's Board of Directors. Tracy A. Stevenson and Mark K. Wheatley currently serve as RCF's designees to the Company's Board of Directors. Mr. Wheatley and RCF are also party to an agreement pursuant to which Mr. Wheatley may be entitled to additional compensation from RCF upon RCF's sale of its holdings in the Company.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Interested parties, including our stockholders, desiring to communicate with our Board members, including our non-management directors as a group, may do so by mailing a request to the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Pursuant to the instruction of the Company's non-management directors, the Secretary will review inquiries and if they are relevant to, and consistent with our operations, policies and procedures, they will be forwarded to the director or directors to whom they are addressed. Inquiries not forwarded will be retained by the Company and will be made available to any director upon request.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established four standing Committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Health, Safety, Environment and Public Affairs Committee. The table below indicates the members of each standing Board Committee:

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The Board has also established a temporary Finance Committee, consisting of Messrs. Cryan, Jones, Kaiser and Willmott, to consider and act upon certain matters in connection with the November 2013 Loan Agreement with RCF and certain other financing matters. The Finance Committee held nine meetings in 2013 and anticipates concluding its business and dissolving by the end of 2014.

Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates under a charter, adopted by the Board of Directors, which is available on our website at http://urre.client.shareholder.com under "Corporate Governance," or in print, without charge, to any stockholder who sends a request to the office of the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Each charter was revised in 2013. The functions performed by each of the standing Committees are briefly described below.

THE AUDIT COMMITTEE

The Audit Committee held six meetings in 2013. The Audit Committee's primary responsibilities are to:

•

assist the Board of Directors in discharging its responsibilities with respect to the accounting policies, internal controls and financial reporting of the Company;

•

monitor compliance with applicable laws and regulations, standards and ethical business conduct, and the systems of internal controls;

•

assist the Board of Directors in its oversight of the qualifications, independence and performance of the registered public accounting firm engaged to be the independent auditor of the Company; and

•

prepare the report required to be included in the Company's proxy statements.

The Board of Directors has determined that Mr. Kaiser, the chairman of the Audit Committee, satisfies the criteria adopted by the SEC to serve as an "audit committee financial expert." In addition, the Board of Directors has determined that each of Messrs. Kaiser, Stevenson and Wheatley, constituting all members of the Audit Committee, is an independent director pursuant to the requirements under the Exchange Act and NASDAQ listing standards and is able to read and understand the Company's fundamental financial statements.

THE COMPENSATION COMMITTEE

The Compensation Committee held nine meetings in 2013. The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors regarding the compensation of the Company's directors and executive officers and administering and implementing the Company's incentive compensation plans and equity based plans. The Compensation Committee's duties and responsibilities are to:

•

review and approve corporate goals and objectives relevant to the compensation of the Company's executive officers;

•

evaluate the performance of the Company's executive officers in light of such goals and objectives; and

•

determine and approve executive officer compensation based on such evaluation.

The Compensation Committee also reviews and discusses the Compensation Discussion and Analysis appearing in our proxy

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statements with our management, and based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis set forth herein be included in this Proxy Statement.

Under our Compensation Committee Charter, the Compensation Committee has the authority to retain compensation consultants. In the past, the Compensation Committee engaged Buck Consultants, LLC to review and make recommendations regarding our executive compensation programs. Certain elements of our executive compensation programs have been developed, based in part, on the recommendations of Buck Consultants, LLC. See the discussion under the heading "Compensation Discussion and Analysis" for further information regarding the executive compensation programs. The Compensation Committee also has the authority to obtain advice and assistance from our executives, internal or external legal, accounting or other advisors as it determines necessary to carry out its duties.

The Compensation Committee may delegate its authority to determine the amount and form of compensation paid to the Company's non-executive employees and consultants to officers and other appropriate supervisory personnel. It may also delegate its authority (other than its authority to determine the compensation of the Company's Chief Executive Officer) to a subcommittee of the Compensation Committee. Finally, to the extent permitted by applicable law, the Compensation Committee may delegate to one or more officers of the Company (or other appropriate personnel) the authority to recommend stock options and other stock awards for employees who are not executive officers or members of the Board of Directors of the Company.

THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee held four meetings in 2013. The Nominating and Corporate Governance Committee's duties and responsibilities are to:

•

recommend to the Board of Directors director nominees for the annual meeting of stockholders;

•

identify and recommend candidates to fill vacancies occurring between annual stockholder meetings; and

•

oversee all aspects of corporate governance of the Company.

The Nominating and Corporate Governance Committee identifies director candidates based on input provided by a number of sources, including members of the Committee, other directors, our stockholders, members of management and third parties. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. Any stockholder recommendation must be sent to the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria discussed below. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.

As part of the identification process, the Nominating and Corporate Governance Committee takes into account each candidate's business and professional skills, experience serving in management or on the

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board of directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board of Directors does not have a formal diversity policy for directors. However, the Board of Directors is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. Incumbent directors who are being considered for re-nomination are re-evaluated both on their performance as directors and their continued ability to meet the required qualifications.

THE HEALTH, SAFETY, ENVIRONMENT AND PUBLIC AFFAIRS COMMITTEE

The Health, Safety, Environment and Public Affairs Committee held one meeting in 2013, which was held on-site at one of the Company's properties. Its function is to provide oversight to the Company as the Company undertakes and conducts, in compliance with all regulatory, statutory and Company policies, its operations in an economically and socially responsible manner, with due regard to the safety and health of its employees, the impact of its operations on the natural environment, and the social, economic, health and environmental-related impacts in the communities in which the Company operates.

CODES OF ETHICS

The Company has adopted a Code of Ethics for Senior Financial Officers, which is applicable to the Company's chief executive officer, chief financial officer, controller, treasurer and chief internal auditor, and a Code of Business Conduct and Ethics, which is applicable to all of the Company's directors, officers and employees. Copies of the codes are available on our website at http://urre.client.shareholder.com under "Corporate Governance," or in print, without charge, to any stockholder who sends a request to the office of the Secretary of Uranium Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

RELATED PARTY TRANSACTIONS

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

The Company collects information about potential Related Party Transactions in its annual questionnaire completed by directors and officers. Potential Related Party Transactions are subject to the review and approval of the non-interested members of the Audit Committee. In determining whether to approve any such transaction, the Audit Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained

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in arm's length negotiations with an unrelated third party.

On August 31, 2012, the Company acquired Neutron Energy, Inc. ("Neutron"). In anticipation of the acquisition, on March 1, 2012, the Company entered into an Investment Agreement (the "Investment Agreement") with RCF, pursuant to which RCF purchased approximately 4.5 million shares of URI common stock for $35.0 million in transactions closing in March 2012, August 2012 and September 2012, the proceeds of which were used to repay Neutron debt and fund the working capital of the Company and Neutron. In connection with the execution of the Investment Agreement, on March 1, 2012, the Company entered into a Registration Rights Agreement with RCF, pursuant to which RCF is granted certain registration rights with respect to the shares of URI common stock issued under the Investment Agreement.

On December 17, 2012, the Company entered into a Bridge Loan Agreement (the "Bridge Loan Agreement") among the Company, each of the Company's subsidiaries, as guarantors, and RCF, pursuant to which RCF provided a secured bridge loan to the Company in the amount of $5.0 million on December 18, 2012. The Company's obligations under the Bridge Loan Agreement carried an annualized interest rate of 10% and were secured by a first priority lien on all personal property of the Company and its subsidiaries. On December 18, 2012, the Company issued 42,883 shares of common stock to RCF in satisfaction of an establishment fee due under the terms of the Bridge Loan Agreement. On January 10, 2013 and March 5, 2013, the Company issued 4,861 shares and 26,482 shares, respectively, in satisfaction of interest due under the Bridge Loan Agreement. On March 5, 2013, RCF purchased approximately 2.0 million shares in a rights offering pursuant to its obligations under a Standby Purchase Agreement, dated December 17, 2012, under which RCF agreed to exercise subscription rights for the purchase of $5.0 million of common stock in a private placement. The subscription price for the common stock purchased in the rights offering was satisfied by offset against amounts outstanding under the Bridge Loan Agreement, which was subsequently terminated.

On November 13, 2013, the Company and RCF entered into a Loan Agreement (the "Loan Agreement") whereby RCF agreed, subject to the terms and conditions set forth in the Loan Agreement, to provide a secured convertible loan facility of up to $15.0 million to the Company (the "Facility"). Amounts drawn on the Facility carried an annualized interest rate of 12% until stockholder approval, and 10% thereafter. The Facility consists of three tranches of $5.0 million each. RCF advanced $3.0 million of the first $5.0 million tranche shortly following the closing of the Loan Agreement, and on January 29, 2014, the stockholders approved the Loan Agreement and the issuance of shares thereunder. Following such approval, on February 4, 2014, the Company drew the remaining $2.0 million of the first tranche. Currently, RCF can convert, at its election, the first $5.0 million drawn on the Facility into 1,923,077 shares of the Company's common stock. The Company has issued 117,188 shares in satisfaction of an establishment fee under the Loan Agreement and 66,955 shares in satisfaction of interest and a commitment fee through March 31, 2014.

RCF beneficially owned approximately 32.4% of the Company's outstanding common stock as of April 18, 2014. In addition, under a Stockholders' Agreement between RCF and the Company dated March 1, 2012, as subsequently modified by the Bridge Loan Agreement and the Loan Agreement, RCF has certain rights to designate nominees to the Board of Directors. See "Arrangements Regarding Election of Directors" on page 11 of this Proxy Statement. The Company's

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agreements and transactions with RCF could therefore be considered Related Party Transactions. Each of the Investment Agreement, Stockholders' Agreement, Registration Rights Agreement, Bridge Loan Agreement, Standby Purchase Agreement and Loan Agreement were approved unanimously by the Board, including all members of the Audit Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2013, the Compensation Committee consisted of Terence J. Cryan, Marvin K. Kaiser, John H. Pfahl (until July 30, 2013) and Mark K. Wheatley (after July 30, 2013). Other than Mr. Cryan's service as the Company's Interim President and Chief Executive Officer from September 28, 2012 to March 31, 2013, no member of the Compensation Committee is now, or was during 2013, an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company or any of its subsidiaries during 2013 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of the Company currently serves or served during 2013 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on the Company's Board of Directors or Compensation Committee.

BOARD OVERSIGHT OF RISK MANAGEMENT

The Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board of Directors relies upon the President and Chief Executive Officer to supervise day-to-day risk management, who reports directly to the Board and certain Committees on such matters as appropriate.

The Board of Directors delegates certain oversight responsibilities to its Committees. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations and ethics rests with the management of the Company, the Audit Committee provides risk oversight with respect to the Company's financial statements, the Company's compliance with legal and regulatory requirements and corporate policies and controls, and the independent auditor's selection, retention, qualifications, objectivity and independence. Additionally, the Compensation Committee provides risk oversight with respect to the Company's compensation programs, and the Nominating and Governance Committee provides risk oversight with respect to the Company's governance structure and processes and succession planning. The Board and each Committee consider reports and presentations from the members of management responsible for the matters considered to enable the Board and each Committee to understand and discuss risk identification and risk management.

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AUDIT COMMITTEE REPORT

The Audit Committee, operating under a written charter adopted by the Board of Directors, reports to and acts on behalf of the Board of Directors by providing oversight of the Company's independent auditors and the Company's financial management and financial reporting procedures. Management has primary responsibility for preparing the Company's financial statements and establishing effective internal financial controls. Hein & Associates LLP, the Company's independent registered public accountants, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles.

The Audit Committee reviews the Company's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial control, for preparing the financial statements and for the public reporting process. Hein & Associates LLP is responsible for expressing opinions on the conformity of the Company's audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee reviewed and discussed with management and Hein & Associates LLP the audited financial statements for the year ended December 31, 2013 and management's assessment of the effectiveness of the Company's internal control over financial reporting. The Audit Committee has discussed with Hein & Associates LLP the matters that are required to be discussed by the applicable Public Company Accounting Oversight Board standards. Hein & Associates LLP has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Hein & Associates LLP's communications with the Audit Committee concerning independence, and the Audit Committee discussed with Hein & Associates LLP that firm's independence. The Audit Committee also concluded that Hein & Associates LLP's provision of audit and non-audit services to the Company and its affiliates is compatible with Hein & Associates LLP's independence.

Based on the considerations referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2013 be included in the Company's Annual Report on Form 10-K for 2013 and selected Hein & Associates LLP as the independent registered public accountants for the Company for 2014.

This Report has been submitted by the following members of the Audit Committee of the Board of Directors:

Marvin K. Kaiser, Chairman
Tracy A. Stevenson
Mark K. Wheatley

The information contained in the foregoing Audit Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein.

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RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS (PROPOSAL NO. 2)

The Board of Directors has unanimously appointed Hein & Associates LLP to be our independent registered public accountants for the year ending December 31, 2014, and has further directed that management submit the appointment of our independent registered public accountants for ratification by the stockholders at the 2014 Annual Meeting. In recommending ratification by the stockholders of such appointment, 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.

Ratification of the appointment of Hein & Associates LLP by the stockholders is not required by law. As a matter of policy, however, such appointment is being submitted to the stockholders for ratification at the 2014 Annual Meeting because the Audit Committee and the Board of Directors believe this to be a good corporate practice. The persons designated in the enclosed proxy will vote your shares FOR ratification unless you include instruction in your signed proxy to the contrary. If the stockholders fail to ratify the appointment of this firm, the Board of Directors will reconsider the matter.

Representatives of Hein & Associates LLP are expected to be present at the Annual Meeting to answer appropriate questions from the stockholders and will be given an opportunity to make a statement on behalf of Hein & Associates LLP should they desire to do so. None of our directors or executive officers has any substantial interest, direct or indirect, in Hein & Associates LLP.

AUDIT AND NON-AUDIT FEES

The following table presents fees billed for professional audit services rendered by Hein & Associates LLP, the Company's independent registered public accountants, for the audit of the Company's annual financial statements for 2012 and 2013, and fees billed for other services rendered by Hein & Associates LLP.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor to assure that the provision of such services does not impair the auditor's independence. All of the foregoing services were pre-approved by the Audit Committee.

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EXECUTIVES AND EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

The executive officers serve at the discretion of the Board of Directors. All officers are employed on a full-time basis.

Please see above under "Election of Directors (Proposal No. 1)" for information about Christopher M. Jones, the Company's President and Chief Executive Officer. The following paragraphs set forth certain information concerning the business experience of the Company's other executive officers.

JEFFREY L. VIGIL joined the Company as Vice President – Finance and Chief Financial Officer in June 2013. Mr. Vigil is a mining industry financial veteran with more than thirty years of financial management experience in both production stage and development stage enterprises. Previously, he served in various financial positions, including Chief Financial Officer, at Energy Fuels, a uranium company, from April 2009 to May 2013, where he was responsible for financial and management reporting, equity financings, tax planning and compliance, treasury functions and risk management. Mr. Vigil also managed financial, operational and legal due diligence for a number of acquisitions. Prior to Energy Fuels, he served as Chief Financial Officer for Koala Corporation, which filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in March 2007. Mr. Vigil is a graduate of the University of Wyoming with a Bachelor of Science degree in Accounting and is a licensed Certified Public Accountant in the State of Colorado.

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

DEAN T. (TED) WILTON joined the Company in April 2012 as Vice President and Chief Geologist. Mr. Wilton, who has over 40 years of experience in the mining industry, is responsible for the development and implementation of exploration and delineation policies, systems, processes, procedures and controls related to both the exploration and development of existing properties as well as identifying potential new projects. Mr. Wilton has a comprehensive range of experience from greenfield to advanced stage mineral exploration and development programs in a variety of regions

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from North America and Latin America to Australia and New Zealand. He has participated in the discovery of a number of uranium and gold deposits over his career which includes a variety of technical and leadership roles at Freeport McMoRan, Inc., Kinross Gold Corporation, Neutron Energy, Inc., Victoria Gold Corporation and Klondex Mines Ltd. Prior to joining the Company in April 2012, Mr. Wilton served as Vice President – Exploration for Klondex Mines Ltd. from January 2012 to March 2012, Vice President – Exploration for Victoria Gold Corporation from January 2011 to December 2011, and as Chief Geologist for Neutron Energy, Inc. from March 2005 to December 2010. Mr. Wilton is a graduate of the New Mexico Institute of Mining and Technology and has been honored with the 2011 Distinguished Alumni Achievement award as well as being a Certified Professional Geologist.

DAIN A. MCCOIG joined the Company in 2004 as Plant Engineer and was promoted to Kingsville Dome Plant Supervisor in 2005, Senior Engineer in August 2008, Manager – South Texas Operations in April 2010 and Vice President – South Texas Operations in January 2013. Mr. McCoig earned a Bachelor of Science degree in Mechanical Engineering from Colorado School of Mines in 2002 and attained his certification as a Professional Engineer from the Texas Board of Professional Engineers in 2010.

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we discuss our compensation philosophy and describe the compensation program for our senior executive team. We explain how our Board's Compensation Committee determines compensation for our senior executives and its rationale for specific 2013 decisions. We also discuss numerous changes the Committee has made to our program over the past several years to advance its fundamental objective: aligning our executive compensation with the long-term interests of our stockholders.

The Compensation Discussion and Analysis describes the compensation of the following named executive officers ("NEOs"):

Executive Summary

Our executive compensation program is designed to reward exceptional organizational and individual performance and to align our management's interests with that of our stockholders. Performance of our executives is evaluated based on financial and non-financial goals that balance achievement of short-terms goals related to the continued improvement of the Company's business and long-term goals that seek to maximize stockholder value.

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2013 Achievements

The Company achieved many of its goals during 2013 as a result of prolonged efforts by management, including:

•

reduction of the Company's cash burn rate and consolidation of the Company's offices in Colorado;

•

acknowledgment by the Navajo Nation Council Resources and Development Committee of the Company's right-of-way and surface use at the Churchrock properties in New Mexico;

•

substantial completion of restoration work at Kingsville Dome;

•

amendment of the Itochu supply contract; and

•

regaining compliance with the NASDAQ listing standards.

2013 Compensation Plan Overview

Our compensation program provides total direct compensation to our NEOs that supports our philosophy of pay-for-performance and alignment of incentives between our management and stockholders. To that end, we have implemented the following policies and practices:

•

Significant "At-Risk" Compensation . A significant portion of NEO compensation and bonus opportunities are based on each NEO's individual performance and the performance of the Company. Two-thirds of the initial equity grants to our CEO and CFO in 2013 were performance-based, with a significant risk of forfeiture – one-third of our CEO's performance-based awards that could vest in 2014 based on 2013 performance were forfeited.

•

Short-Term Incentive Compensation . The short-term incentive compensation component of our compensation program includes an annual incentive payment, payable in cash or stock, upon the achievement of specific planned performance goals. Such incentive payment serves as a vehicle for recruitment and retention and allows us to deliver competitive compensation tied to performance. In 2013, the Compensation Committee determined our NEOs earned from 45% to 63% of their target awards, again based on individual and Company-wide performance.

•

Long-Term Incentive Compensation . The long-term incentive compensation component of our compensation program includes restricted stock units ("RSUs") tied to both performance and continued service. The award of such RSUs further aligns our management's interests with our long-term performance and stockholder value.

•

Fixed Compensation . The fixed compensation elements of our compensation program include a base salary and retirement health and welfare benefits.

•

Stock Ownership Guidelines . Our stock ownership guidelines require that the Company's CEO and CFO obtain shares of our common stock valued at three times their base salaries to ensure that management's interests are aligned with the long-term interests of our stockholders. These ownership requirements also serve as a retention tool through holding period requirements.

•

No Perquisites . We do not provide any perquisites, whether cash or otherwise, to our CEO, CFO or other NEOs.

•

Consideration of "Say-on-Pay" Vote . As in prior years, our stockholders continued

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to show strong support for our executive compensation program by approving such program with approximately 97% of votes cast in favor of the "say-on-pay" proposal at the 2013 Annual Meeting. The Compensation Committee views this continued support as a strong endorsement of our program.

Philosophy and Objectives of Our Compensation Plan

Our compensation program is centered around a philosophy that focuses on management retention, alignment of interests between management and the stockholders and pay-for-performance compensation. We believe this philosophy allows us to compensate our NEOs competitively, while simultaneously ensuring continued development and achievement of key business strategy goals. The Compensation Committee firmly believes that our pay-for-performance philosophy should recognize both short- and long-term performance and should include both cash and equity compensation arrangements that are supported by strong corporate governance, including active and effective oversight by the Compensation Committee.

Objectives

The Compensation Committee has outlined the following objectives for compensation of our NEOs and considers such objectives in making compensation decisions:

How Executive Compensation is Determined

Role of the Compensation Committee

The Compensation Committee of the Board of Directors oversees the Company's executive compensation programs. Additionally, the Compensation Committee is charged with the review and approval of all annual compensation decisions relating to the NEOs and the Company's other officers.

The Compensation Committee is composed entirely of independent, non-management members of the Board of Directors. Each

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member of the Compensation Committee is both a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act, and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. No Compensation Committee member participates in any of the Company's employee compensation programs. Each year the Company reviews any and all relationships that each director has with the Company, and the Board of Directors subsequently reviews these findings. The Board of Directors has determined that none of the Compensation Committee members has any material business relationships with the Company, other than Terence J. Cryan's service as Interim President and Chief Executive Officer from September 2012 to March 2013, which the Board has determined does not impair Mr. Cryan's independence.

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

•

review and make such recommendations to the Board of Directors as the Compensation Committee deems advisable with regard to all incentive-based compensation plans and equity-based plans;

•

review and approve the corporate goals and objectives that may be relevant to the compensation of the Company's NEOs;

•

evaluate the performance of the NEOs in light of the goals and objectives that were set and determine and approve the compensation of the NEOs based on such evaluation; and

•

review and approve the recommendations of the CEO with regard to the compensation of all officers of the Company other than the CEO.

Role of Management

The Compensation Committee considers input from the CEO when making executive compensation decisions for the other NEOs. The CEO's input is useful because the CEO reviews and observes the performance of the other NEOs at the Company. No other NEO is present or privileged to the recommendations of the CEO to the Compensation Committee. The Compensation Committee and Board of Directors determine the compensation of the CEO without any management input.

Financial Performance Goals

The Compensation Committee believes that a significant portion of each NEO's compensation should be tied to the Company's performance measured against stockholder value creation. By doing so, officers have the incentive of increasing stockholder value. The Company also measures financial performance awards against certain operational cost targets, budget targets and development and production objectives. Performance goals have changed from time to time and will continue to change as the conditions of the Company and the uranium market evolve.

Non-Financial Performance Goals

The Compensation Committee also believes that a significant portion of NEO compensation should be tied to achievement of the following non-financial performance goals and exhibition of the following core values:

Non-Financial Performance Goals:

•

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

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•

development and implementation of a strategy for market competitiveness in acquiring additional properties for future development and operation;

•

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

•

growth goals associated with development of the Company's New Mexico resources, expanded financing sources, return to production in South Texas and strategic ventures; and

•

retention of valuable personnel for future development and operation of uranium properties in the United States.

Core Values:

•

safety;

•

community involvement;

•

environmental stewardship;

•

development of future leaders; and

•

adherence to a strict code of ethics.

Peer Group Analysis

The Company has historically evaluated its compensation program against the programs at other companies in order to ensure its compensation program is competitive. Peer companies were selected based on (i) revenue scope within a reasonable range, (ii) asset size within a reasonable range of the Company's asset size, and (iii) mining companies with operational scope comparable to those of the Company – specifically, mining companies with operational activities versus pure "junior" developmental/exploration companies. To be reflective of the appropriate range of competitive pay practices, the group of companies used for this purpose was comprised of uranium mining companies in various stages of development and production, and in 2012 consisted of Cameco Corp., Denison Mines Corp., Laramide Resources, Uranerz Energy Inc., Strathmore Minerals and CanAlaska Uranium Ltd. The Company traditionally targeted all elements of its compensation programs to provide a competitive compensation opportunity at the median range of companies whose compensation is used in our peer group.

During 2013, the Compensation Committee utilized the services of an executive search firm which provided compensation data on current market salaries and incentive packages for executives in similarly sized mining companies in North America. The Committee negotiated salaries and long-term incentive opportunities directly with the Company's new CEO and CFO in light of their level of experience, the Company's compensation packages with its former CEO and CFO, and the need for the Company to conserve cash. For the Company's other NEOs, the Committee largely continued base salary levels from prior years and established performance incentives with target payments similar to the Company's legacy programs, although with a greater portion at risk based on the Company's performance and the performance of the individual NEOs.

In evaluating stock price performance in 2013, the Compensation Committee compared the Company's performance against the performance of the Global X Uranium ETF, which the Committee concluded represents a better measure of the status of the uranium industry than any potential peer group.

Use of Compensation Consultants

The Compensation Committee occasionally engages compensation consultants to assess executive pay packages and develop incentive plans. The Compensation

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Committee last utilized a consultant, Buck Consultants, LLC, in September 2010. The Company's current short-term incentive program and long-term incentive program have certain similarities with plans developed with the assistance of Buck Consultants in 2010 and 2011, but none of the Company's 2013 compensation decisions were the result of input from Buck Consultants or any other compensation consultant.

2013 Omnibus Incentive Plan

In June 2013, the Company adopted the Uranium Resources, Inc. 2013 Omnibus Incentive Plan (the "2013 OIP"). Prior to its adoption, the Company had three other stock incentive plans for officers and certain other employees: the Amended and Restated 1995 Stock Incentive Plan (the "1995 Plan"), the 2004 Stock Incentive Plan (the "2004 Plan") and the 2007 Restricted Stock Plan (the "2007 Plan"). In addition, the Company had a stock incentive plan for directors: the 2004 Amended and Restated Directors' Stock Option and Restricted Stock Plan (the "2004 Directors' Plan" and together with the 1995 Plan, 2004 Plan and 2007 Plan, the "Prior Plans"). The Company adopted the 2013 OIP to provide flexibility in structuring its executive compensation program and to ensure that it would have a sufficient number of shares of common stock available for equity-based awards that it expects to make to eligible individuals over the next several years. The 2013 OIP replaced the Prior Plans and no more awards were or will be granted under the Prior Plans following the adoption of the 2013 OIP. We reserved a total of one million shares of common stock for issuance pursuant to the 2013 OIP, plus shares that were reserved but unissued under the Prior Plans.

The 2013 OIP provides the Compensation Committee substantial flexibility in structuring awards that meet the objectives outlined above. In particular, the 2013 OIP permits the grant of performance-based and time-based RSUs, with many possible performance criteria available as the Compensation Committee determines to be appropriate. In addition to RSUs, the 2013 OIP provides for the grant of awards of stock options, stock appreciation rights, restricted stock, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards. All of our officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates, are eligible to receive awards under the 2013 OIP. In addition, consultants, advisors and certain other individuals whose participation in the 2013 OIP is determined to be in the best interests of the Company by the Compensation Committee may participate. Incentive share options, however, are only available to our employees.

The 2013 OIP is administered by the Compensation Committee. The Compensation Committee also interprets the provisions of the 2013 OIP. The Compensation Committee also determines who will receive awards under the 2013 OIP, the types of award made, the terms and conditions of awards, and the number of shares of common stock subject to an award, if the award is equity-based.

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Executive Compensation Elements

Overview and Compensation Mix

The following table illustrates the principal elements of the Company's executive compensation program, each of which is evaluated and update on an annual basis by the Compensation Committee:

In addition to the above-mentioned elements, the Company also provides a retirement, health and welfare benefit component to the executive compensation program.

The 2013 compensation mix for the Company's CEO and CFO demonstrates the Company's philosophy regarding significant long-term and performance-based compensation. As set forth in the 2013 Summary Compensation Table, over 60% of total compensation for the CEO and CFO in 2013 consisted of long-term equity awards, with approximately a quarter of 2013 compensation in each case consisting of base salary (earned in the case of Mr. Jones from when he joined the Company in March 2013 and in the case of Mr. Vigil from when he joined the Company in June 2013) and the remainder consisting of compensation under the short-term incentive program. In addition, all short-term incentive compensation and a significant portion of long-term incentive compensation vests or is otherwise determined by the achievement of individual and Company-wide performance objectives:

2013 CEO Compensation Mix:		2013 CFO Compensation Mix:

The following is a summary of the components of the compensation policy for the Company's NEOs. As described in greater detail below, for 2013 annual and long-term incentive programs are effective for each current NEO – specifically, Messrs. Jones, Vigil, Pelizza, McCoig, and Wilton.

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Fixed Compensation

Base Salary

The Compensation Committee establishes base salaries for our executives based on the scope of their responsibilities, and takes into account competitive market compensation paid by comparable mining industry companies. The Company believes that a competitive compensation program will enhance its ability to attract and retain senior executives. In each case, the Compensation Committee takes into account each officer's (i) current and prior compensation, (ii) scope of responsibilities, (iii) experience, (iv) comparable market salaries and (v) the Company's achievement of performance goals (both financial and non-financial). The Compensation Committee also (i) has the opportunity to meet with the officers at various times during the year, which allows the Compensation Committee to form its own assessment of each individual's performance and (ii) reviews reports of the CEO presented to the Compensation Committee, evaluating each of the other officers, including a review of their contributions and performance over the past year, strengths, weaknesses, development plans and succession potential.

For fiscal 2013, after taking into account the above-mentioned factors, historical base salaries and the performance of the NEOs and, in the case of our CEO and CFO, following hiring negotiations, the Compensation Committee set the base salaries for our NEOs at the following:

In addition, Mr. Cryan, our Interim President and Chief Executive Officer from September 2012 to March 2013, received compensation set at $7,500 per week. For more information about the 2013 base salaries for each of our NEOs, please see "2013 Summary Compensation Table" on page 32.

Retirement, Health and Welfare Benefits

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

Supplemental Health Care Plan .    During 2013, the Company maintained a health care plan (the "Supplemental Plan") for the Company's executive officers and certain of its other employees, which supplemented the standard health care plan available to all eligible employees (the "Standard Plan"). The Supplemental Plan paid directly to the participant 80% of all out-of-pocket medical and dental expenses not covered under the Standard Plan, including deductibles and

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co-insurance amounts. Additionally, the Supplemental Plan provided to each participant $100,000 of accidental death and dismemberment insurance protection and a worldwide medical assistance benefit. The Company paid an annual premium under the Supplemental Plan equal to $250 per participant plus 11% of claims paid. During 2013, the NEOs covered by the Supplemental Plan were Mssrs. Jones, Vigil, Pelizza, Wilton and McCoig. The Company terminated the Supplemental Plan effective January 31, 2014.

401(k) Profit Sharing Plan .    The Company maintains a defined contribution profit sharing plan for employees (the "401(k)") that is administered by a committee of trustees appointed by the Company. All Company employees are eligible to participate upon the completion of six months of employment, subject to minimum age requirements. Each year the Company makes a contribution to the 401(k) without regard to current or accumulated net profits of the Company. These contributions are allocated to participants in amounts equal to 25% (or a higher percentage, determined at the Company's discretion) of the participants' contributions, up to 4% of each participant's gross pay. For the plan year ended July 31, 2013, the Company contributed amounts equal to 100% of the participant's contributions, up to 4% of gross pay. Participants become 20% vested in their Company contribution account for each year of service until full vesting occurs upon the completion of five years of service. Distributions are made upon retirement, death or disability in a lump sum or in installments.

Perquisites

We do not provide any perquisites, whether cash or otherwise, to our NEOs. We feel that our executive compensation program, particularly given the challenging uranium pricing environment, provides our NEOs with competitive compensation such that we do not need to provide any perquisites to achieve the goals of our executive compensation program.

Short-Term Incentive Compensation

In 2013, the Compensation Committee established a short-term incentive program pursuant to which each of the NEOs could earn a bonus based on the achievement of certain performance measures. For fiscal 2013, the performance measures and weighting of the measures for each NEO were as follows:

In March 2014, the Compensation Committee determined the results of the 2013 performance measures, as set forth in the table above, and the applicable award amounts, pro-rated in the case of each of Mr. Jones and Mr. Vigil for his period of employment during 2013. Awards were made in a mixture of cash and stock.

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Long-Term Incentive Compensation

In 2013, the Compensation Committee also determined to set long-term performance criteria for each of the NEOs. The long-term compensation program puts a greater focus on performance and serves to create a balance between long-term and short-term performance imperatives. In the case of the CEO and CFO, two-thirds of Mr. Jones's initial restricted stock grant and option grant, and two-thirds of Mr. Vigil's RSU grant, vest based upon the achievement of such performance criteria, with the other one-third in each case vesting based upon continued service to the Company. For the other NEOs, the Compensation Committee did not approve awards in 2013.

The Compensation Committee expects the incentive program to evolve over time as the Company transitions from its current primary focus on developmental and restoration activities to an operational focus driving towards profit and return enhancement.

Stock Ownership Policy

The Compensation Committee believes that stock ownership by senior management and stock-based performance compensation arrangements are beneficial in aligning management and stockholders' interests and serves as an executive retention tool through vesting and post-vesting holding period requirements. To that end, the employment agreements for each of Mr. Jones and Mr. Vigil establish stock ownership targets for each executive of stock valued at three times the initial base salary of each executive under the employment agreements. Each of Mr. Jones and Mr. Vigil has five years from his respective employment date to reach the stock ownership target.

Target Total Direct Compensation for Fiscal 2014

The target compensation packages for our NEOs during fiscal 2014 will consist of base salary and, subject to Compensation Committee approval, a performance-based annual incentive plan pursuant to the short-term incentive program and time-based and performance-based awards under the long-term incentive program. Base salaries have been positioned to reflect job content and competitive pay practices, as discussed above.

"Say-on-Pay" Stockholder Vote

In 2013, as in prior years, we sought an advisory vote from our stockholders regarding our executive compensation program and received a 97% favorable vote supporting the program. The Compensation Committee considers the results of the advisory vote as it completes its annual review of each pay element and the compensation packages provided to our NEOs. Given the significant level of stockholder support and our stockholder outreach throughout the year, the Compensation Committee concluded that our compensation program continues to provide a competitive pay for performance package that effectively incentivizes our NEOs to maximize stockholder value. The Compensation Committee will continue to consider the outcome of our say-on-pay votes and our stockholder views when making future compensation decisions for our NEOs.

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Severance and Change in Control Arrangements

We have entered into employment agreements with Messrs. Jones and Vigil and a compensation agreement with Mr. Pelizza that provide payments following the termination of employment under certain circumstances, including following a change in control of the Company. The Compensation Committee believes such agreements are useful in recruiting and retaining executives, provide continuity of management in the event of an actual or threatened change in control and provide the executives with the security to make decisions that are in the best long-term interest of the stockholders. The terms of these agreements are described later in "Potential Payments Upon Termination or Change in Control."

In addition, awards under the Company's equity incentive plans generally vest or accelerate upon a change in control of the Company. The Compensation Committee believes that the above-mentioned vesting and acceleration is appropriate on the basis that our NEOs should receive the full benefit of such awards in the event of a change in control.

Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code generally places a $1,000,000 limit on the deductibility for federal income tax purposes of the annual compensation paid to a company's CEO and each of its other three most highly compensated executive officers (excluding the CFO). However, "qualified performance-based compensation" is exempt from this deductibility limitation. Qualified performance- based compensation is compensation paid based solely upon the achievement of objective performance goals, the material terms of which are approved by the stockholders of the paying corporation.

The Compensation Committee considers the anticipated tax treatment to the Company when determining executive compensation and routinely seeks to structure its executive compensation program in a way that preserves the deductibility of compensation payments and benefits. It should be noted, however, that there are many factors which are considered by the Compensation Committee in determining executive compensation and, similarly, there are many factors that may affect the deductibility of executive compensation. In order to maintain the flexibility to be able to compensate NEOs in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a strict policy that all executive compensation must be deductible under Section 162(m).

Actions Taken After Fiscal 2013

The Compensation Committee has not taken any additional actions with respect to our executive compensation program after fiscal 2013, other than as described above.

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2013 SUMMARY COMPENSATION TABLE

The following table sets forth information regarding 2013 compensation for each of our 2013 NEOs; 2012 and 2011 compensation is presented for executives who were also NEOs in 2012 and 2011.

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2013 GRANTS OF PLAN-BASED AWARDS

The table below summarizes grants of restricted stock, RSUs and options and the estimated cash awards payable under the Company's short-term incentive program for 2013, and in the case of each of Messrs. Jones and Vigil, under the terms of his employment agreement. Information regarding the terms of these awards can be found above under the headings "Short-Term Incentive Compensation," and "Long-Term Incentive Compensation" and below under the heading "Employment Agreements."

EMPLOYMENT AGREEMENTS

On March 12, 2013, the Company entered into an employment agreement with Mr. Jones in connection with his joining the Company as President and CEO. Pursuant to his employment agreement, Mr. Jones is entitled to an annual base salary of $275,000, has a target bonus equal to 60% of his base salary, and was awarded 25,000

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shares of the Company's restricted stock and an option to purchase 55,000 shares of the Company's common stock. In the event of a change of control (as defined therein), if Mr. Jones is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein), the Company will pay Mr. Jones a severance amount equal to two years of base salary, in a lump sum within 30 days after his termination or termination of the agreement. If the Company otherwise terminates Mr. Jones without cause or fails to renew the employment agreement, or Mr. Jones otherwise terminates his employment for good reason, the Company will pay Mr. Jones severance in the amount of one year of base salary in a lump sum within 30 days after the termination date.

On June 11, 2013, the Company entered into an employment agreement with Mr. Vigil in connection with his joining the Company as Vice President – Finance and CFO. Pursuant to his employment agreement, Mr. Vigil is entitled to an annual base salary of $200,000 and has a target bonus equal to 30% of his base salary. The employment agreement also provides for a grant of 80,000 RSUs to Mr. Vigil. In the event of a change of control (as defined therein), if Mr. Vigil is terminated without cause (as defined therein), demoted or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein), the Company will pay Mr. Vigil a severance amount equal to one year of base salary, in a lump sum within 30 days after his termination or termination of the agreement. If the Company otherwise terminates Mr. Vigil without cause or fails to renew the employment agreement, or Mr. Vigil otherwise terminates his employment for good reason, the Company will pay Mr. Vigil severance in the amount of six months of base salary in a lump sum within 30 days after the termination date.

Each employment agreement also contains customary confidentiality, non-competition and non-solicitation provisions. Each executive has agreed not to perform any work in the United States related in any way to uranium mining, or to solicit customers, suppliers or employees of the Company, during the term of the employment agreement and for a period of one year thereafter in the case of Mr. Jones or six month thereafter in the case of Mr. Vigil.

Other than the foregoing employment agreements, we do not have any other employment agreements with our executive officers.

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2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2013 for the NEOs. The table also shows unvested and unearned stock awards and RSUs assuming a market value of $3.03 a share, the closing market price of the Company's stock on December 31, 2013. Following the close of trading on January 22, 2013, the Company affected a one-for-ten reverse stock split of its issued and outstanding common stock. The common stock commenced trading on the NASDAQ Capital Market on a split-adjusted basis upon the open of trading on January 23, 2013. All share related information presented in the foregoing table and throughout this Proxy Statement has been adjusted to give effect to the reverse stock split.