Exhibit 10.2


 


 


Execution Version


 


 


 


INVESTMENT AGREEMENT







This INVESTMENT AGREEMENT
(this “Agreement”) is made and entered into as of March 1, 2012, by and among, URANIUM RESOURCES, INC., a
Delaware corporation, having a place of business at 405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067
(the “Company”), NEUTRON ENERGY, INC., a Nevada corporation having a place of business at 9000 E. Nichols Avenue,
Suite 225, Englewood, Colorado 80112 (“Neutron”), and RESOURCE CAPITAL FUND V L.P., an exempt limited partnership
formed under the laws of the Cayman Islands (the “Purchaser”).


 


W I T N E S S:


 


WHEREAS, contemporaneously
herewith, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with URI Merger
Corporation, a Nevada corporation and an indirect wholly-owned subsidiary of the Company (“Merger Corp.”), and
Neutron under which Neutron would merge with Merger Corp. and become an indirect wholly-owned subsidiary of the Company (the “Merger”);


 


WHEREAS, in connection
with the Merger, the Purchaser desires to purchase and the Company desires to sell $20,000,000 of the Company’s common stock,
$0.001 par value per share (the “Common Stock”) (the “Merger Financing”), concurrent with
the closing of the Merger (the “Merger Closing”), with the proceeds of such purchase to be used by the Company
to partially repay a loan due to RMB Australia Holdings Limited (“RMB”) by Neutron (the “RMB Loan”);
and


 


WHEREAS, the
Purchaser desires to purchase and the Company desires to sell up to an additional $15,000,000 in Common Stock, for the purpose
of funding the Neutron Budget and the Company Budget, both as defined below;


 


NOW, THEREFORE,
in consideration of the promises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby
agree as follows:


 


ARTICLE I


DEFINITIONS


 


“Acquisition
Shares” shall have the meaning provided in Section 2.2.


 


“Affiliate”
means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled
by or is under common control with such Person. For purposes of the foregoing, “control” means the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise. For the avoidance of doubt, a Subsidiary of any Person shall be deemed to be an
Affiliate of such Person, and such Person shall be deemed to be an Affiliate of such Subsidiary.


 


“Agreement”
shall have the meaning provided in the Preamble.


 


 


 


 


 



     

     

    

 






 


 


 


 


“Alternate
Share Price” means the lower of (i) the Share Price or (ii) the VWAP for the twenty (20) Trading Days preceding the Merger
Closing.


 


“Cebolleta
Agreement” means the amendment of mining lease and agreement, dated as of February 12, 2012, among the Company, Neutron
and the other parties thereto, documenting certain changes to the Cebolleta property agreements and the payments related thereto.


 


“Closing Dates”
shall mean the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing Closing Date.


 


“Common Stock”
shall have the meaning provided in the Recitals.


 


“Company”
shall have the meaning provided in the Preamble.


 


“Company Budget”
means a detailed 12-month budget for calendar year 2012 for the Company, including pre-Merger and post-Merger operation of the
Company, which covers with specificity the exploration, development, management and operation of the Company’s properties
and the detailed budget relating to such activities, prepared by the Company and approved by the Board of Directors of the Company
and Purchaser.


 


“Company Stockholder
Approval” means the affirmative vote in favor of the Merger and the issuance of Acquisition Shares by the Company in
connection therewith, by the holders of a majority of the outstanding shares of Common Stock.


 


“Estimates”
shall have the meaning provided in the definition of “Material Adverse Effect.”


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended.


 


“GAAP”
means United States generally accepted accounting principles.


 


“Initial Private
Placement” shall have the meaning provided in Section 2.1.


 


“Material Adverse
Effect” means, with respect to the Company or Neutron, any fact, circumstance, change, event, occurrence or effect that
is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), properties, assets,
liabilities, obligations (whether absolute, accrued, conditional or otherwise), operations or results of operations of such party,
its Subsidiaries and its material joint ventures, taken as a whole, other than any such fact, circumstance, change, event, occurrence
or effect relating to (i) the announcement of the execution of the Merger Agreement or the transactions contemplated thereby, (ii)
changes, circumstances or conditions generally affecting the international or national uranium mining industry, (iii) actions taken
or omitted to be taken with the prior written consent of the Company (in the case of actions or omissions taken by Neutron) or
Neutron (in the case of actions or omissions taken by the Company) (iv) changes in general economic conditions in the United States,
(v) changes in generally applicable laws or regulations (other than orders, judgments or decrees against such party, any of its
Subsidiaries or any of its material joint ventures), (vi) changes in GAAP, (vii) any change in the trading price or volume of a
party’s equity securities, either (A) related to the Merger Agreement or the announcement thereof, or (B) primarily resulting
from a fact, circumstance, change, event, occurrence excluded from this definition of Material Adverse Effect, (viii) any failure
by a party to meet any internal or published projections, forecasts or revenue or synergy or earnings predictions (collectively
“Estimates”) (it being understood that the foregoing shall not prevent a party from asserting that any fact, circumstance,
change, event, occurrence or effect that may have contributed to such change in trading prices or Estimates independently constitutes
a Material Adverse Effect), or (ix) with respect to Neutron, (1) the fact that Neutron has substantially no cash, current assets
or sources of revenue, and has significant liabilities and obligations under the Existing Senior Loan Documents (as defined in
the Neutron Funding Agreement) and the Budget (“Current Financial Condition”); (2) the change in the financial condition
of Neutron from the date of the Most Recent Balance Sheet to the Current Financial Condition (as such terms are defined in the
Merger Agreement); and (3) the effect of any additional liabilities incurred pursuant to transactions contemplated by the Neutron
Funding Agreement and the other Transaction Agreements; provided, however, that such fact, circumstance, change, event, occurrence
or effect referred to in clauses (ii) or (iii) above does not: (A) primarily relate only to (or have the effect of primarily relating
only to) such party, its Subsidiaries and its material joint ventures, taken as a whole, or (B) have a materially disproportionate
adverse effect on such party, its Subsidiaries and its material joint ventures, taken as a whole, compared to other companies of
similar size operating in the industry in which such party, its Subsidiaries and its material joint ventures operate.


 


 


 


 


 



     

     

    

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“Merger”
shall have the meaning provided in the Recitals.


 


“Merger Agreement”
shall have the meaning provided in the Recitals.


 


“Merger Closing”
shall have the meaning provided in the Recitals.


 


“Merger Corp.”
shall have the meaning provided in the Recitals.


 


“Merger Financing”
shall have the meaning provided in the Recitals.


 


“Merger Financing
Closing Conditions” shall mean the conditions to closing set forth in Section 6.2.


 


“Merger Financing
Closing” shall mean the closing of the purchase and sale of the Acquisition Shares.


 


“Merger Financing
Closing Date” shall mean the date of the Merger Financing Closing.


 


“NASDAQ”
shall mean the NASDAQ Stock Market.


 


“Neutron”
shall have the meaning provided in the Preamble.


 


“Neutron Budget”
means a detailed 8-month budget for Neutron for the period beginning January 1, 2012, which covers with specificity the exploration,
development, management and operation of Neutron’s properties and the detailed budget relating to such activities,  prepared
by Neutron and approved by Purchaser and the Company.


 


 


 


 


 



     

     

    

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“Neutron Funding
Agreement” means the Credit and Funding Agreement, dated as of the date hereof, between the Company and Neutron.


 


“Offerings”
shall mean the Initial Private Placement and the Merger Financing.


 


“Person”
means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any limited liability company, unlimited liability company or joint
stock company), firm or other enterprise, association, organization, entity or governmental entity.


 


“Purchaser”
shall have the meaning provided in the Preamble.


 


“Registration
Rights Agreement” means the registration rights agreement dated the date hereof with respect to the Shares between the
Company and Purchaser.


 


“RMB”
shall have the meaning provided in the Recitals.


 


“RMB Agreement”
means the Forbearance and Debt Conversion Agreement, dated as of the date hereof, among the Company, Neutron and RMB.


 


“RMB Loan”
shall have the meaning provided in the Recitals.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Share Price”
shall mean $0.9747 (which is equal to the VWAP for the forty (40) Trading Days prior to February 24, 2012, up to, and including,
February 24, 2012).


 


“Shares”
means the Tranche I Shares, the Tranche II Shares and the Acquisition Shares.


 


“Stockholders’
Agreement” means the stockholders’ agreement dated the date hereof between the Company and the Purchaser.


 


“Subsidiary”
shall mean, when used with reference to any Person, any Person of which such Person (either alone or through or together with any
other Subsidiary) either owns, directly or indirectly, fifty percent (50%) or more of the outstanding capital stock or other equity
interests the holders of which are generally entitled to vote for the election of directors or members of any other governing body
of such Person or, in the case of a Person that is a partnership, is a general partner of such partnership, or any Person the accounts
of which such party is required to consolidate in its own financial statements under the generally accepted accounting principles
applicable to such Person.


 


“Trading Day”
means a day on which the public stock exchange on which the shares of Common Stock are principally traded is open and on which
shares of Common Stock are traded.


 


“Tranche I
Closing” shall have the meaning provided in Section 2.1(a).


 


 


 


 


 



     

     

    

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“Tranche I
Closing Conditions” shall mean the conditions to closing set forth in Section 6.1 with respect to the Tranche I Closing.


 


“Tranche I
Closing Date” shall mean the closing date of the Tranche I Closing.


 


“Tranche I
Shares” shall have the meaning provided in Section 2.1(a).


 


“Tranche II
Closing” shall have the meaning provided in Section 2.1(b).


 


“Tranche II
Closing Date” shall mean the closing date of the Tranche II Closing.


 


“Tranche II
Shares” shall have the meaning provided in Section 2.1(b).


 


“Transaction
Agreements” shall mean this Agreement, the Stockholders’ Agreement, the Registration Rights Agreement, the Merger
Agreement and the various other agreements related to the Merger and the transactions contemplated by the Merger Agreement, including
the RMB Agreement, the Neutron Funding Agreement, the Transaction Cost Settlement Agreements and the Cebolleta Agreement.


 


“Transaction
Cost Settlement Agreements”  means the agreements, dated as of the date hereof, among the Company, Neutron
and those parties identified therein which obligate the Company, subject to the terms and conditions set forth therein, to issue
not more than 1,000,000 shares of Common Stock in full satisfaction of Neutron’s obligations to such parties.


 


“VWAP”
means Volume-Weighted Average Price, being the price per share of Common Stock calculated by dividing (x) an amount equal to the
total value of shares of Common Stock traded during a particular time period, by (y) an amount equal to the total volume of shares
of Common Stock traded over that particular time period, which shall be based on the price and volume quotes provided by the applicable
public stock exchange and published by Bloomberg, which amount shall be calculated by the Purchaser and deemed to be accurate absent
manifest error.


 


ARTICLE II


AGREEMENT TO PURCHASE
AND SELL INITIAL SHARES AND ACQUISITION SHARES


 


2.1           Initial
Private Placement.  The Purchaser hereby agrees to purchase and the Company hereby agrees to sell, subject to the
terms and conditions set forth herein, up to $15,000,000 in Common Stock (the “Initial Private Placement”),
with the transaction to be made in two tranches as follows:


 


(a)           Upon
satisfaction of all Tranche I Closing Conditions and within ten (10) business days after the date of this Agreement, Purchaser
shall purchase that number of shares of Common Stock equal to: (i) $10,000,000 divided by (ii) the Share Price (the “Tranche
I Shares”).  Closing of the purchase and sale of the Tranche I Shares (the “Tranche I Closing”)
shall occur within ten (10) business days after the execution of this Agreement or, if later, satisfaction of all Tranche I Closing
Conditions; provided, however, that the number of Tranche I Shares shall not exceed, and shall be capped, at 19.9% of the total
number of shares of Common Stock outstanding prior to giving effect to the issuance of the Tranche I Shares unless and until the
Company Stockholder Approval has been obtained.


 


 


 


 


 



     

     

    

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(b)           Upon
satisfaction of all Merger Financing Closing Conditions and upon receipt of the written request of the Company, which request may
or may not be made at the option of the Company in its sole discretion, Purchaser shall purchase that number of shares of Common
Stock equal to (i) $5,000,000 divided by (ii) the Alternate Share Price (the “Tranche II Shares”).  Closing
of the purchase and sale of the Tranche II Shares (the “Tranche II Closing”) shall occur within ten (10) business
days after the later of the Merger Financing Closing Date and the receipt of the Company’s written offer to sell the Tranche
II Shares to Purchaser.


 


2.2           Merger
Financing.  The Purchaser hereby agrees to purchase and the Company hereby agrees to sell, subject to the terms and
conditions set forth herein, upon satisfaction of all Merger Financing Closing Conditions and concurrent with the Merger Closing,
that number of shares of Common Stock equal to: (i) $20,000,000 divided by (ii) the Share Price; provided however,
that in no event shall the number of such shares of Common Stock  purchased by the Purchaser in the Merger Financing
equal less than 24,638,673 shares or more than 33,000,000 shares, regardless of the Share Price (the “Acquisition Shares”).


 


2.3           Closings.  The
Tranche I Closing, the Merger Financing Closing, and the Tranche II Closing (if any), each as contemplated under this Agreement,
will take place at the offices of Davis Graham & Stubbs LLP, 1550 Seventeenth Street, Suite 500, Denver, Colorado 80202 in
accordance with the terms and conditions, and subject to the satisfaction or waiver (to the extent permitted by this Agreement
and applicable law) of the conditions set forth in Article VI, or at such other place, date and time as the Purchaser and the Company
shall agree in writing.


 


ARTICLE III


REPRESENTATIONS, WARRANTIES
AND COVENANTS BY PURCHASER


 


The Purchaser hereby
represents and warrants to, and covenants with, the Company that the following are true and correct as of the date of this Agreement
and will be true and correct as of the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing
Closing Date as though made as of such dates, except to the extent such representations and warranties are specifically made as
of a particular date (in which case such representations and warranties will be true and correct as of such date).


 


3.1           The
Purchaser recognizes that: (i) the purchase of the Shares involves a high degree of risk, is speculative and only investors who
can afford the loss of their entire investment should consider investing in the Company and/or the Shares; (ii) the Purchaser may
not be able to liquidate its investment; (iii) transferability of the Shares is limited; and, (iv) in the event of a disposition
of the Shares, the Purchaser could sustain the loss of its entire investment.


 


3.2           The
Purchaser represents that the Purchaser is an “accredited investor”, as indicated by the Purchaser’s responses
to the questions contained in Appendix A, attached hereto.


 


3.3           The
Purchaser represents and warrants that the Purchaser has been furnished by the Company during the course of this transaction with
all information regarding the Company and Neutron which the Purchaser, as well as its investment advisor, attorney and/or accountant,
has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company and Neutron concerning the terms and conditions of the Offerings, and has received
any additional information which the Purchaser has requested concerning the terms and conditions of the Offerings, the Company
and Neutron.


 


 


 


 


 



     

     

    

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3.4           The
Purchaser has relied solely upon the information provided by the Company and Neutron in making its decision to invest in the Shares
and has not relied upon any other representation or other information (whether oral or written) from any other third party.


 


3.5           The
Purchaser represents that no Shares were offered or sold to it by means of any form of general solicitation or general advertising,
and in connection therewith the Purchaser did not:  (A) receive or review any advertisement, article, notice or other
communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit,
or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general
solicitation or general advertising.


 


3.6           The
Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act which depends, in part, upon the Purchaser’s investment intention.  In this
connection, the Purchaser hereby represents that the Purchaser is purchasing the Shares for its own account for investment purposes
only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement,
in existence or contemplated, to sell, pledge, assign or otherwise transfer the Shares to any other person.


 


3.7           The
Purchaser consents to the placement of a legend on any certificate or other document evidencing the Shares substantially as set
forth below, that such Shares have not been registered under the Securities Act or any state securities or “blue sky”
laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement.  The
Purchaser is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability
of the Shares.


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY BLUE
SKY” OR STATE SECURITIES LAWS, AND THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


 


 


 


 



     

     

    

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3.8           The
Purchaser agrees to supply the Company, within five (5) business days after the Purchaser receives the request therefore from the
Company, with such additional information concerning the Purchaser as the Company deems necessary or advisable.


 


ARTICLE IV


REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE COMPANY


 


The Company hereby represents
and warrants to, and covenants with, the Purchaser that the following are true and correct as of the date of this Agreement and
will be true and correct as of the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing
Closing Date as though made as of the such dates, except to the extent such representations and warranties are specifically made
as of a particular date (in which case such representations and warranties will be true and correct as of such date).


 


4.1           The
Company agrees that the representations, warranties and covenants made by the Company and the Merger Corp. to Neutron in the Merger
Agreement are repeated herein to and for the benefit of Purchaser as if fully set forth herein.  The Purchaser may rely
on such representations, warranties and covenants as fully as if they were set forth herein.  Such representations, warranties
and covenants shall form an integral part of this Agreement and shall survive the Closing Dates.


 


4.2           The
Tranche I Shares to be issued at the Tranche I Closing and the issuance thereof have been duly authorized and, when issued and
delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable.  The
Tranche II Shares and the Acquisition Shares and the issuance thereof have been duly authorized, subject to the receipt of the
Company Stockholder Approval, and, when issued and delivered in accordance with the terms of this Agreement will have been validly
issued and will be fully paid and nonassessable.  The Shares are issued free and clear of any lien or other encumbrance,
and the issuance of the Shares will not be subject to any preemptive or other similar right.


 


4.3           The
Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and,
with respect to the Tranche II Shares and the Acquisition Shares, subject to the receipt of the Company Stockholder Approval, to
consummate the transactions contemplated hereby.  The execution, delivery and performance by the Company of this Agreement
and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize
this Agreement or to consummate the transactions so contemplated, other than, with respect to the Tranche II Shares and the Acquisition
Shares, the Company Stockholder Approval.  This Agreement has been duly and validly executed and delivered by the Company
and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a valid, legal and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’
rights generally.


 


 


 


 


 



     

     

    

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4.4           The
execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated
hereby, do not and will not, subject to obtaining the Company Stockholder Approval with respect to the issuance of the Tranche
II Shares and the Acquisition Shares, (i) contravene, conflict with or result in a violation or breach of any provision of the
Company’s Certificate of Incorporation and bylaws or the organizational documents of any of the Company’s Subsidiaries,
(ii) contravene, conflict with or result in a violation or breach of any provisions of any law applicable to the Company or any
of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other
action by any Person under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute
a default) under, or cause or permit the termination, amendment, acceleration, triggering or cancellation or other change of any
right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision
of any contract binding upon the Company or any of its Subsidiaries, or (iv) result in the creation or imposition of any lien on
any asset of the Company or any of its Subsidiaries, other than such exceptions in the case of clause (ii) or (iii) as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company.


 


4.5           The
execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not, and shall not, require any approval, action by or in respect of, filing with or notification to, any governmental
entity, to be made or obtained by the Company or its Subsidiaries, except for (i) any filing with the SEC by the Company required
to be made by the Company pursuant to the Exchange Act in connection with the Merger and the Offerings and the transactions contemplated
thereby, (ii) such other filings, authorizations, decisions or orders as may be required by the rules and regulations of NASDAQ
or any state securities or blue sky laws, (iii) such other filings specified in the Merger Agreement, and (iv) any other approvals
or permits, which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect with respect to the Company.


 


4.6           The
Company and its Subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finder’s
fees or agent’s commissions or any similar charges in connection with the Merger Agreement or this Agreement or any transaction
contemplated hereby.


 


4.7           Neither
the Company nor its Subsidiaries nor any agent acting on behalf of the Company or its Subsidiaries has taken or will take any action
which might cause the Merger Agreement or this Agreement to violate applicable laws, as in effect on the Closing Dates.  All
offers and sales of capital stock, securities and notes of the Company in the past two (2) years have been conducted and completed
by the Company in compliance with applicable laws in all material respects.


 


4.8           There
is no action, suit, proceeding, judgment, claim or investigation pending or threatened against the Company or any of its Subsidiaries
which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or which
in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by the Merger
Agreement or this Agreement, and to the knowledge of the Company there is no basis for the assertion of any of the foregoing.  Neither
the Company nor any Subsidiary is subject to any order which would reasonably be expected to have a Material Adverse Effect on
the Company.


 


 


 


 


 



     

     

    

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4.9           The
Company and its Affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably
be expected to, cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale
of the Shares or affect the price at which the Shares may be issued or resold.


 


4.10           The
Shares are being offered and sold pursuant to the registration exemption provided by Section 4(2) of the Securities Act as a transaction
not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and
regulations thereunder.  The Company has not taken nor will it take any action that conflicts with the conditions and
requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant
to Regulation D or Section 4(2) of the Securities Act and knows of no reason why any such exemption would be otherwise unavailable
to it. Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly
made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer
of the Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act
or any applicable stockholder approval provisions, including, without limitation, under any applicable listing rules and regulations
which would impair the exemptions relied upon in the Offerings or the Company’s ability to timely comply with its obligations
hereunder, nor will the Company nor any of its Affiliates take any action or steps that would cause the offer or issuance of the
Shares to be integrated with other offerings which would impair the exemptions relied upon in the Offerings or the Company’s
ability to timely comply with its obligations hereunder.  The Company will not conduct any offering other than the transactions
contemplated hereby that will be integrated with the offer or issuance of the Shares, which would impair the exemptions relied
upon in the Offerings or the Company’s ability to timely comply with its obligations hereunder.


 


4.11           The
proceeds from the Initial Private Placement shall be used by the Company solely for the purpose of funding the Neutron Budget and
the Company Budget.  The proceeds of the Merger Financing shall be used, concurrent with the Merger Closing, to partially
repay the RMB Loan.


 


4.12           The
Company shall not materially amend, modify, supplement or revise the Company Budget or otherwise deviate from the Company Budget
by more than ten percent with respect to any one line item or by more than five percent in the aggregate, in each case at any time,
without the prior consent of the Purchaser, not to be unreasonably withheld or delayed.  The Company shall provide to
the Purchaser from time to time such data, reports and information regarding the condition or operations, financial or otherwise,
of the Company and its properties as well as the Company’s compliance with the Company Budget as the Purchaser may from time
to time reasonably request.


 


4.13           The
Company’s executive officers and directors understand the nature of the Shares being sold hereby and recognize that the issuance
of the Shares will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights
to receive equity of the Company.  The board of directors of the Company has concluded in its good faith business judgment
that the issuance of the Shares is in the best interests of the Company.  The Company specifically acknowledges that
its obligation to issue the Tranche I Shares and the Acquisition Shares, is binding upon the Company and enforceable regardless
of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive
equity of the Company.


 


 


 


 


 



     

     

    

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4.14           There
are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise between the Company
and the accountants and lawyers presently employed by the Company, including but not limited to disputes or conflicts over payment
owed to such accountants and lawyers, nor have there been any such disagreements during the two years prior to the closing of the
Offerings.


 


4.15           Neither
the Company, nor to the knowledge of the Company, any director, officer, employee, agent, representative or other person acting
on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses or payments related to foreign, domestic or tribal political activity, (ii) made, authorized, offered or promised
any unlawful payment to foreign, domestic or tribal government officials, employees or representatives or to any foreign, domestic
or tribal political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company
(or made by any person acting on its behalf of which the Company is aware) which is  in violation of law, or (iv) violated
in any respect any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


ARTICLE V


REPRESENTATIONS, WARRANTIES
AND COVENANTS OF NEUTRON


 


Neutron hereby represents
and warrants to, and covenants with, the Purchaser that the following are true and correct as of the date of this Agreement and
will be true and correct as of the Tranche I Closing Date, the Tranche II Closing Date, if applicable, and the Merger Financing
Closing Date as though made as of the such dates, except to the extent such representations and warranties are specifically made
as of a particular date (in which case such representations and warranties will be true and correct as of such date).


 


5.1           Neutron
agrees that the representations, warranties and covenants made by Neutron to the Company and the Merger Corp. in the Merger Agreement
are repeated herein to and for the benefit of Purchaser as if fully set forth herein.  The Purchaser may rely on such
representations, warranties and covenants as fully as if they were set forth herein.  Such representations, warranties
and covenants shall form an integral part of this Investment Agreement and shall survive the closing of the purchase and sale of
the Shares.


 


5.2           There
is no action, suit, proceeding, judgment, claim or investigation pending or threatened against Neutron or any of its Subsidiaries
which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on or which in any manner
challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by the Merger Agreement
or this Agreement, and to the knowledge of the Company there is no basis for the assertion of any of the foregoing.  Neither
Neutron nor any Subsidiary is subject to any judgment, injunction, or order which could reasonably be expected to have a Material
Adverse Effect on Neutron.


 


 


 


 


 



     

     

    

11






 


 


 


 


5.3           Neutron
and its Subsidiaries have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders fees
or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby, other
than fees and expenses payable to Roth Capital Partners, LLC in connection with the Merger.


 


5.4           Neutron
shall not materially amend, modify, supplement or revise the Neutron Budget or otherwise deviate from the Neutron Budget by more
than five percent at any time without the prior consent of the Purchaser, not to be unreasonably withheld or delayed.  Neutron
shall provide to the Purchaser from time to time such data, reports and information regarding the condition or operations, financial
or otherwise, of Neutron and its properties as well as Neutron’s compliance with the Neutron Budget as the Purchaser may
from time to time reasonably request.


 


ARTICLE VI


CONDITIONS TO CLOSING


 







 


6.1           Tranche
I Closing.


 


(a)           Conditions
to Obligations of Purchaser.  The obligation of the Purchaser to effect the Tranche I Closing shall be subject to
the satisfaction at or prior to the Tranche I Closing, of each of the following conditions:


 


(i)           The
representations and warranties of the Company and Neutron contained in this Agreement shall be true and correct as of the date
of this Agreement and the Tranche I Closing Date as if made on such date, except to the extent such representations and warranties
are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of
such date);


 


(ii)           The
Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement
to be performed or complied with by it prior to the Tranche I Closing;


 


(iii)           Between
the date of this Agreement and the Tranche I Closing, nothing shall have occurred that has had or would be reasonably expected
to have a Material Adverse Effect on the Company or Neutron;


 


(iv)           All
Transaction Agreements shall have been duly executed and delivered by each party thereto, shall be in form and substance satisfactory
to Purchaser, and shall remain in full force and effect; and, no default, event of default or breach shall be outstanding or alleged
under any Transaction Agreement;


 


(v)           Purchaser
shall have approved the Neutron Budget and the Company Budget;


 


 


 


 


 



     

     

    

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(vi)           RMB
shall have extended the expiry of the RMB Loan to the Merger Closing and shall have agreed to forebear from declaring a default
or event of default or foreclosing on the RMB Loan, all on terms and conditions satisfactory to the Purchaser;


 


(vii)           The
Company shall have received all approvals and consents necessary to consummate the Tranche I Closing, including the approval of
the Tranche I Shares for trading on NASDAQ, subject to official notice of issuance;


 


(viii)           The
Company shall deliver or cause to be delivered to the Purchaser certificates evidencing the Tranche I Shares, duly authorized,
issued, fully paid and non-assessable, registered in the name of the Purchaser or as the Purchaser shall otherwise designate;


 


(ix)           The
Company shall have provided a favorable legal opinion of counsel to the Company, in a form satisfactory to the Purchaser, which
shall include opinions in respect of customary corporate and securities laws matters;


 


(x)           The
Company shall have provided certificates of a senior officer of each of the Company and Neutron, in form and substance satisfactory
to the Purchaser, certifying as follows:


 


(A)           that
attached to such certificate is a true and complete copy of the certificate of incorporation and bylaws, as amended, of the Company
and each of its Subsidiaries or Neutron and each of its Subsidiaries, as applicable, including any and all certificates of designation;


 


(B)           that
attached thereto are true and complete copies of the resolutions of the board of directors of the Company or Neutron, as applicable,
authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party,
instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions
in the manner contemplated hereby and thereby including, with respect to the Company, the authorization and issuance of the Shares;
and


 


(C)           the
names and true signatures of the officers and directors of the Company or Neutron, as applicable, signing this Agreement and all
other Transaction Agreements to which it is a party;




 


(xi)           The
Company shall have provided to Purchaser a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company
dated as of the Tranche I Closing Date certifying that the Company has complied in all material respects with its covenants herein
and that the Company is in compliance with all laws and regulations (including with respect to corporate and securities matters)
except as would not reasonably be expected to have a Material Adverse Effect on the Company;


 


(xii)           Neutron
shall have provided to Purchaser a certificate of two officers dated as of the Tranche I Closing Date certifying that Neutron has
complied with its covenants herein, that Neutron is in compliance with all laws and regulations (including with respect to corporate
and securities matters) except as would not reasonably be expected to have a Material Adverse Effect on Neutron; and


 


 


 


 


 



     

     

    

13






 


 


 


 


(xiii)           Each
of the Company, Neutron and RMB shall have performed and complied in all material respects with all covenants and agreements required
by any Transaction Agreement to which any of them is a party to be performed or complied with by it prior to the Tranche I Closing.


 


The foregoing conditions
precedent are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time,
in which event the Parties shall have no further liability. If any of the said conditions shall not be complied with or waived
by Purchaser on or before March 15, 2012, then the Purchaser may rescind and terminate its obligations to purchase the Shares pursuant
to this Agreement by written notice to the Company.


 


(b)           Conditions
to Obligations of the Company.  The obligations of the Company to effect the Tranche I Closing shall be subject to
the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the
Company:


 


(i)           The
representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement
and as of the date of Tranche I Closing as if made on such date, except to the extent such representations and warranties are specifically
made as of a particular date (in which case such representations and warranties shall be true and correct as of such date);


 


(ii)           The
Purchaser shall have performed and complied in all material respects all covenants and agreements required by this Agreement to
be performed or complied with by it prior to the Tranche I Closing; and


 


(iii)           At
or prior to the Tranche I Closing Date, the Purchaser shall deliver or cause to be delivered to the Company payment of the purchase
price for the Tranche I Shares, by wire transfer of immediately available funds to an account designated in writing by the Company
at least three (3) business days prior to the Tranche I Closing Date; and


 


(iv)           The
Tranche I Shares shall have been authorized for trading on NASDAQ, subject to official notice of issuance.


 


The foregoing conditions
precedent are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company in writing at any
time, in which event the Parties shall have no further liability.  If any of the said conditions shall not be complied
with or waived by the Company on or before March 15, 2012, then the Company may rescind and terminate this Agreement by written
notice to Purchaser.


 


6.2           Merger
Financing Closing and Tranche II Closing.


 


 


 


 


 



     

     

    

14






 


 


 


 


(a)           Conditions
to Obligations of Purchaser.  The obligations of the Purchaser to effect the Merger Financing Closing and the Tranche
II Closing shall be subject to the satisfaction at or prior to the Merger Financing Closing and the Tranche II Closing, respectively,
of each of the following conditions:


 


(i)           The
representations and warranties of the Company and Neutron contained in this Agreement shall be true and correct as of the date
of this Agreement and the Merger Financing Closing Date or the Tranche II Closing Date, as applicable, as if made on such date,
except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations
and warranties shall be true and correct as of such date);


 


(ii)           The
Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement
to be performed or complied with by it prior to the Merger Financing Closing or Tranche II Closing, as applicable;


 


(iii)           Between
the date of this Agreement and the Merger Financing Closing Date or Tranche II Closing Date, as applicable, nothing shall have
occurred that has had or could be reasonably expected to have a Material Adverse Effect on the Company or Neutron;


 


(iv)           All
conditions to the closing of the Merger under the Merger Agreement shall have been satisfied and fulfilled and the Merger shall
have closed and been consummated by the parties thereto;


 


(v)           All
Transaction Agreements shall remain in full force and effect and the Company and Neutron shall not be in default of any obligation
thereunder;


 


(vi)           All
warrants to acquire common stock of Neutron held by RMB, whether issued or not, shall have been cancelled;


 


(vii)           The
Company shall have received all approvals necessary to consummate the Merger and the Merger Financing, including the approval of
the Board of Directors of the Company, the Company Stockholder Approval and the approval of the Acquisition Shares or the Tranche
II Shares, as applicable, for trading on NASDAQ, subject to official notice of issuance;


 


(viii)           The
Company shall deliver or cause to be delivered to the Purchaser certificates evidencing the Acquisition Shares or the Tranche II
Shares, as applicable, duly authorized, issued, fully paid and non-assessable, registered in the name of the Purchaser or as designated
by the Purchaser;


 


(ix)           The
Company and Neutron shall be in compliance with the Company Budget and the Neutron Budget, respectively.


 


 


 


 


 



     

     

    

15






 


 


 


 


(x)           The
Company shall have provided a favorable legal opinion of counsel to the Company, in a form satisfactory to Purchaser, which shall
include opinions in respect of customary corporate and securities laws matters;


 


(xi)           The
Company shall have provided certificates of a senior officer of each of the Company and Neutron, in form and substance satisfactory
to the Purchaser, certifying as follows:


 


(A)           that
attached to such certificate is a true and complete copy of the certificate of incorporation and bylaws, as amended, of the Company
and each of its Subsidiaries or Neutron and each of its Subsidiaries, as applicable, including any and all certificates of designation;


 


(B)           that
attached thereto are true and complete copies of the resolutions of the board of directors of the Company or Neutron, as applicable,
authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party,
instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions
in the manner contemplated hereby and thereby including, with respect to the Company, the authorization and issuance of the Shares;
and


 


(C)           the
names and true signatures of the officers and directors of the Company or Neutron, as applicable, signing Transaction Agreements
to which it is a party in connection with the Merger Financing Closing or Tranche II Closing, as applicable;


 


(xii)           The
Company shall have provided to Purchaser a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company
dated as of the Closing Date certifying that the Company has so complied in all material respects with its covenants herein, that
the Company is in compliance with all laws and regulations (including with respect to corporate and securities matters) except
as would not reasonably be expected to have a Material Adverse Effect on the Company, and that, with respect to the Company, all
material information regarding the Company, the Merger and related transactions has been disclosed to Purchaser and has been publicly
disclosed;


 


(xiii)           Neutron
shall have provided to Purchaser a certificate of two officers dated as of the Merger Financing Closing Date or the Tranche II
Closing Date, as applicable, certifying that Neutron has complied with its covenants herein, that Neutron is in compliance with
all laws and regulations (including with respect to corporate and securities matters) except as would not reasonably be expected
to have a Material Adverse Effect on Neutron, and that, with respect to Neutron all material information regarding Neutron, the
Merger and related transactions has been disclosed to Purchaser and has been publicly disclosed;


 


(xiv)           Each
of the Company, Neutron and RMB shall have performed and complied in all material respects with all covenants and agreements required
by any Transaction Agreement to which any of them is a party to be performed or complied with by it prior to the Merger Financing
Closing or Tranche II Closing, as applicable;


 


 


 


 


 



     

     

    

16






 


 


 


 


(xv)           Any
consents, waivers, permits, orders and approvals of any governmental authority and the expiry of any waiting periods, in connection
with, or required to permit, the consummation of the transaction contemplated by the Merger Agreement and this Agreement, shall
have been obtained or satisfied; and


 


(xvi)           The
RMB Loan shall be repaid and terminated in accordance with the RMB Agreement and all liens and encumbrances on property or assets
of Neutron shall be terminated and released.


 


The foregoing conditions
precedent are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in writing at any time,
in which event the Parties shall have no further liability. If any of the said conditions shall not be complied with or waived
by Purchaser on or before August 22, 2012, then the Purchaser may rescind and terminate its obligations to purchase the Acquisition
Shares and the Tranche II Shares pursuant to this Agreement by written notice to the Company.


 


(b)           Conditions
to the Obligation of the Company.  The obligations of the Company to effect the Merger Financing Closing and the
Tranche II Closing shall be subject to the satisfaction at or prior to the Merger Financing Closing and the Tranche II Closing,
respectively, of each of the following conditions, any of which may be waived, in writing, by the Company:


 


(i)           The
representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement
and as of the date of Merger Financing Closing or the Tranche II Closing, as applicable, as if made on such date, except to the
extent such representations and warranties are specifically made as of a particular date (in which case such representations and
warranties shall be true and correct as of such date);


 


(ii)           The
Purchaser shall have performed and complied in all material respects all covenants and agreements required by this Agreement to
be performed or complied with by it prior to Merger Financing Closing or the Tranche II Closing, as applicable;


 


(iii)           All
warrants to acquire common stock of Neutron held by RMB, whether issued or not, shall have been cancelled;


 


(iv)           At
or prior to the Merger Financing Closing Date or the Tranche II Closing Date, as applicable, the Purchaser shall deliver or cause
to be delivered to the Company payment of the purchase price for the Acquisition Shares or the Tranche II Shares, as applicable,
by wire transfer of immediately available funds to an account designated in writing by the Company;


 


(v)           Company
Stockholder Approval has been obtained; and


 


 


 


 


 



     

     

    

17






 


 


 


 


(vi)           The
Acquisition Shares or the Tranche II Shares, as applicable, shall have been authorized for trading on NASDAQ, subject to official
notice of issuance.


 


The foregoing conditions
precedent are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company in writing at any
time, in which event the Parties shall have no further liability.  If any of the said conditions shall not be complied
with or waived by the Company on or before August 22, 2012, then the Company may rescind and terminate this Agreement by written
notice to Purchaser in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly,
of the Company’s breach of this Agreement.


 


ARTICLE VII


MISCELLANEOUS


 


7.1           Any
notice or other communication to a party given hereunder shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, or delivered by hand against written receipt therefore.  Notices shall be deemed to have
been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or
delivered when received.  The address for such notices and communications shall be as follows:


 


 


	If to the Company:	
        Uranium Resources Inc.

        405 State Highway 121 Bypass,

        Building A, Suite 110

        Lewisville, Texas 75067

        Attn.:  President

        Fax: (505) 842-8123

	With a copy to:	
        Baker & Hostetler LLP

        303 East 17th Avenue, Suite 1100

        Denver, Colorado 80203-1264

        Attn:           Alfred C. Chidester

        Fax: 303-861-7805

	 	 
	If to Neutron:	
        Neutron Energy, Inc.

        9000 E. Nichols Avenue

        Suite 225

        Englewood, Colorado 80112

        Attn.: Edward M. Topham

        Fax: 303-531-0519

	With a copy to:	
        Hogan Lovells US LLP

        One Tabor Center, Suite 1500

        1200 Seventeenth Street

        Denver, Colorado 80202

        Attention: Paul Hilton

        Fax: (303) 899-7333

	 	 
	If to the Purchaser:	
        Resource Capital Fund V L.P.

        1400 Sixteenth Street, Suite 200

        Denver, Colorado, 80202

        Attn: Catherine J. Boggs

        Fax:           720-946-1450

	With a copy to:	
        Davis Graham & Stubbs LLP

        1550 Seventeenth Street, Suite 500,

        Denver, CO 80002

        Attn:         Joel Benson

        Fax:           303-893-1379



 


 


 


 


 



     

     

    

18






 


 


 


 


7.2           Except
as otherwise provided herein this Agreement shall not be changed, modified or amended except by a writing signed by all of the
parties hereto, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed
by the party to be charged.


 


7.3           This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns.  This Agreement sets forth the entire agreement and understanding between the parties as to the
subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among
them.


 


7.4           NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.  IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE EXCLUSIVE FORUMS FOR RESOLVING DISPUTES
ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE EITHER THE COURTS OF THE STATE OF COLORADO IN AND FOR THE COUNTY OF DENVER OR
THE FEDERAL COURTS FOR SUCH STATE AND COUNTY.  THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS
AND AGREE TO SAID VENUE.


 


7.5           The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect.  If any provision of this Agreement
shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part,
such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law
and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable
to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision
unless so expressed herein.


 


7.6           It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a
waiver of any subsequent breach by that same party.


 


 


 


 


 



     

     

    

19






 


 


 


 


7.7           Each
party waives the right to trial by jury with respect to any disagreement, dispute or claim between or among the parties or their
Subsidiaries with respect to this Agreement or the transactions contemplated hereby or thereby, and each party agrees to pursue
and resolve any such disagreement, dispute or claim in accordance with the terms and provisions set forth in Schedule 7.7 hereto,
including resolution by binding arbitration as described in Schedule 7.7.  Interim, provisional and other judicial
measures and remedies shall be available to the parties as described in Schedule 7.7.


 


7.8           The
parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action
as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


7.9           This
Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.  This Agreement may be validly executed and delivered by facsimile, portable
document format (.pdf) or other electronic transmission, and a signature by facsimile, portable document format (.pdf) or other
electronic transmission shall be as effective and binding as delivery of a manually executed original signature.


 


7.10           The
parties hereto agree not to issue any public statement with respect to the Purchaser’s investment or proposed investment
in the Company or the terms of any agreement or covenant between them without the prior written consent of the other party, except
such disclosures as may be required under applicable law or under any applicable order, rule or regulation, so long as the other
party is given an opportunity to first review and comment on such disclosure.  If the Company or Neutron will refer to
the Purchaser or any of its Affiliates in any public disclosure document, including any press release or any disclosure document
to be filed with any governmental authority, including, without limitation, any disclosure relating to this Agreement or the Purchaser’s
investment in the Company, the Company or Neutron, as applicable, shall first provide the Purchaser with a copy of such disclosure
three days prior to release, and the Company or Neutron, as applicable, shall use its good faith efforts to incorporate the comments
provided by the Purchaser into such disclosure.


 


7.11           Nothing
in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.


 


7.12           The
representations and warranties of the parties hereto contained in this Agreement shall survive the Closing and the consummation
of the transactions contemplated hereby.


 


(a)           The
Company agrees to indemnify and protect the Purchaser, its directors, partners, managers, members, owners, principals, shareholders,
officers, employees, agents, consultants, attorneys and representatives and its successors and assigns, and to defend and hold
them harmless from and against, any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees)
incurred as a result of (a) the breach by the Company of any of its representations, warranties or covenants contained in this
Agreement or (b) any cause of action, suit or claim brought or made against the Purchaser by a third party (including for these
purposes a derivative action brought on behalf of the Company) and arising out of or resulting from the execution, delivery, performance
or enforcement of this Agreement, any other Transaction Agreements or any other certificate, instrument or document contemplated
hereby or thereby.  To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, costs and expenses (including
reasonable attorneys’ fees)  which is permissible under applicable law.


 


 


 


 


 



     

     

    

20






 


 


(b)           Neutron
agrees to indemnify and protect the Purchaser, its directors, partners, managers, members, owners, principals, shareholders, officers,
employees, agents, consultants, attorneys and representatives and its successors and assigns, and to defend and hold them harmless
from and against, any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred as
a result of (a) the breach by Neutron of any of its representations, warranties or covenants contained in this Agreement or (b)
any cause of action, suit or claim brought or made against the Purchaser by a third party and arising out of or resulting from
the execution, delivery, performance or enforcement of this Agreement, any other Transaction Agreements or any other certificate,
instrument or document contemplated hereby or thereby.  To the extent that the foregoing undertaking by Neutron may be unenforceable
for any reason, Neutron shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities,
costs and expenses (including reasonable attorneys’ fees)  which is permissible under applicable law. 


 







 












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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above.


 


 


 


	 	RESOURCE CAPITAL FUND V L.P.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	Resources Capital Associates V L.P.,	 
	 	 	 	General Partner	 
	 	 	 	 	 
	 	By:	 	RCA V GP Ltd., General Partner	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	/s/ Catherine J. Boggs	 
	 	 	 	Catherine J. Boggs	 
	 	 	 	General Counsel	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	URANIUM RESOURCES, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	/s/ Donald C. Ewigleben	 
	 	 	 	Donald C. Ewigleben	 
	 	 	 	President and Chief Executive Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	NEUTRON ENERGY, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	/s/ Gary C. Huber	 
	 	 	 	Gary C. Huber	 
	 	 	 	President and Chief Executive Officer