Code of Ethics and Business Conduct



Exhibit 10.22 
 
URANIUM RESOURCES, INC. 
 
CODE OF ETHICS AND BUSINESS CONDUCT 
 
March 2003 
 
PURPOSE 
 
The Code of Ethics and Business Conduct of Uranium Resources, Inc. contains the specific Corporate Policies adopted by the Board of
Directors that relate to the legal and ethical standards of conduct of employees and agents of the Company and set forth the Company’s expectations as to the legal and ethical nature of conduct of the Company’s employees and agents while
acting on the Company’s behalf. 
 
It is
designed, implemented and enforced so as to be effective in preventing and detecting criminal conduct. 
 
DEFINITIONS 
 
As used in the Code of Ethics and Business Conduct: 
 
“Company” means Uranium Resources, Inc., a Delaware corporation, its divisions, subsidiaries and successors. 
 
“High Level Personnel” means individuals who have
substantial control over the Company or who have a substantial role in policy-making within the Company, including directors, executive officers and individuals in charge of a major business or functional unit of the Company, such as sales,
administration or finance. 
 
“Laws”
means laws, rules and regulations of governmental agencies and authorities. 
 
“Board” means the Board of Directors of the Company. 
 
POLICY 
 
A. Standards of Conduct. 
 
It is the Company’s policy to observe and comply with all Laws applicable to it or the conduct of its business wherever located. In some situations, the applicable Law of the United States may
conflict with the applicable Law of another country. In such cases, the Company will endeavor to resolve such conflict following the guidance of its legal counsel. Where such a conflict cannot be resolved, the applicable Law of the United States
will be observed and complied with by the Company. 
 
The Code of Ethics and Business Conduct applies to agents of the Company as well as its employees. The Code of Ethics and Business Conduct sets forth specific Corporate Policies governing the conduct of the business of the
Company. These policies were developed and are intended to be applied in good faith with reasonable business judgment to enable the Company to achieve its operating and financial goals within the framework of the Law. It is the personal
responsibility of each employee and agent of the Company to adhere to the standards and restrictions, whether imposed by Law or the Code of Ethics and Business Conduct, applicable to his or her assigned duties and responsibilities and to conduct
himself or herself accordingly. Such 








standards and restrictions require each employee and agent to avoid any activities that would involve the Company in any practice that is not
in compliance with the Code of Ethics and Business Conduct. Any employee or agent who does not adhere to such standards and restrictions is acting outside the scope of his or her employment or agency. Beyond legal compliance, all Company employees
and agents are expected to observe high standards of business and personal ethics in the discharge of their assigned duties and responsibilities. This requires the practice of honesty and integrity in every aspect of dealing with other Company
employees, the public, the business community, stockholders, customers, suppliers and governmental and regulatory authorities. 
 
IT IS THE POLICY OF THE COMPANY NOT TO DISCRIMINATE AGAINST EMPLOYEES, STOCKHOLDERS, DIRECTORS, OFFICERS, CUSTOMERS OR SUPPLIERS ON ACCOUNT OF RACE,
COLOR, AGE, SEX, RELIGION OR NATIONAL ORIGIN EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW. ALL OF SUCH PERSONS SHALL BE TREATED WITH DIGNITY AND RESPECT AND THEY SHALL NOT BE UNREASONABLY INTERFERED WITH IN THE CONDUCT OF THEIR DUTIES AND
RESPONSIBILITIES. 
 
B. Administration of Code of
Ethics and Business Conduct. 
 
The Code of Ethics and Business Conduct of the Company shall be administered as follows: 
 
1. Scope of Code of Ethics and Business Conduct. 
 
The Board shall, periodically, in light of the experience of the Company, review the Code of
Business Conduct, and when necessary or desirable, make appropriate changes (i) to ensure its continued conformance to applicable Law, (ii) to ensure that it meets or exceeds industry standards, and (iii) to ensure that any weaknesses revealed
through monitoring, auditing and reporting systems are eliminated or corrected. 
 
2. Allocations of Responsibility. 
 
The Board shall be responsible for the administration of the Code of Ethics and Business Conduct. The Board shall
establish such procedures as it shall deem necessary or desirable in order to discharge this responsibility. Such procedures shall provide for obtaining advice of legal counsel where appropriate. In discharging these responsibilities, the Board may
delegate authority to such committees, officers and other employees and may engage such agents and advisors as it shall deem necessary or desirable. 
 
3. Delegation of Substantial Discretionary Authority. 
 
No employee of the Company shall delegate substantial discretionary authority to any
individual who such employee knows, or through the exercise of due diligence should know, has a propensity to engage in illegal activities. 
 
a. For this purpose, persons with “substantial discretionary authority” include (i) High Level Personnel, (ii)
individuals who exercise substantial supervisory authority, such as a plant manager or a sales manager, and (iii) any other individuals who, although not a part of the Company’s management, nevertheless exercise substantial discretion when
acting within the scope of their authority (for example, an individual with authority to negotiate or set price levels or an individual authorized to negotiate or approve significant contracts). 







 
b. The Board, in administering the Code of Business Conduct, shall consider, adopt and promulgate guidelines regarding procedures to ascertain a “propensity to engage in illegal activities.” 
 
4. Communication of Policies. 
 
To ensure the continued dissemination and
communication of the Code of Ethics and Business Conduct, the Board shall take, or cause to be taken, reasonable steps to communicate effectively the standards and procedures included in the Code of Business Conduct to employees and agents of the
Company. 
 
5. Monitoring and
Auditing. 
 
The Board shall take
reasonable steps to monitor and audit compliance with the Code of Business Conduct, including the establishment of monitoring and auditing systems that are reasonably designed to detect conduct in violation of the Code of Ethics and Business Conduct
by employees and agents of the Company. 
 
a. The information developed by the Company’s independent accountants in performing their engagement by the Company and by its internal auditors in the performance of their assigned responsibilities shall be made available to
the Board in its capacity as administrator of the Code of Business Conduct as a means of monitoring and auditing compliance with the Code of Ethics and Business Conduct. 
 
b. The results of the periodic health, safety and environmental audits of the Company’s
facilities shall be made available to the Board in its capacity as the administrator of the Code of Ethics and Business Conduct as a means to monitor and audit compliance with the Code of Ethics and Business Conduct. 
 
6. Board Committees. 
 
Legal counsel shall report to the Audit
Committee of the Board of Directors, at least once each year, regarding the general effectiveness of the Code of Ethics and Business Conduct. The Chief Health, Safety and Environmental Officer shall report to the Environment, Health and Safety
Committee of the Board of Directors at least once each year regarding the environmental, health and safety performance of the Company as it relates to the Code of Ethics and Business Conduct. 
 
7. Reporting System. 
 
The Board shall establish a reporting system
that will allow violations of the Code of Ethics and Business Conduct to be reported and acted upon by officers or other employees of the Company with sufficient authority to deal objectively with the reported matters. The existence and nature of
the reporting system shall be communicated to all employees and, to the extent appropriate, to agents of the Company. It shall be a violation of this Corporate Policy to intimidate or impose any form of retribution on any employee or agent who
utilizes such reporting system in good faith to report suspected violations (except that appropriate action may be taken against such employee or agent if such individual is one of the wrongdoers). 
 
8. Investigation of Violations. 
 
If, through operation of the Company’s
compliance monitoring and auditing systems or its violation reporting systems or otherwise, the Company receives information regarding an alleged violation of the Code of Ethics and Business Conduct, the person or 








persons authorized by the Board to investigate alleged violations of the Code of Ethics and Business Conduct shall, as appropriate, in
accordance with procedures established by the Board: 
 
a. evaluate such information as to gravity and credibility; 
 
b. initiate an informal inquiry or a formal investigation with respect thereto; 
 
c. prepare a report of the results of such
inquiry or investigation, including recommendations as to the disposition of such matter; 
 
d. make the results of such inquiry or investigation available to the Board of Directors for action (including
disciplinary action by the Board); and 
 
e. recommend changes in the Code of Ethics and Business Conduct necessary or desirable to prevent further similar violations. 
 
The Company may disclose the results of investigations to law enforcement agencies. 
 
9. Disciplinary Measures. 
 
The Company shall consistently enforce its
Code of Ethics and Business Conduct through appropriate means of discipline. Pursuant to procedures adopted by it, the Board shall determine whether violations of the Code of Ethics and Business Conduct have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code of Ethics and Business Conduct. The disciplinary measures, which may be invoked at the discretion of the Board, include, but are not limited
to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution. 
 
Persons subject to disciplinary measures shall include, in addition to the violator, others
involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or
condone the violations or attempt to retaliate against employees or agents for reporting violations or violators. 
 
10. Documentation. 
 
Subject to the applicable document retention program, the Company shall document its compliance efforts and results to
evidence its commitment to comply with the standards and procedures set forth above. 
 

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