Toronto Stock Exchange Uses in Purchase Price Clause

Purchase Price from Amendment to Share Purchase Agreement

AMENDMENT TO SHARE PURCHASE AGREEMENT, dated as of December 14, 2016 (this Amendment), by and among Uranium Resources, Inc., a Delaware corporation (URI), URI, Inc., a Delaware corporation (IntermediateCo), and Laramide Resources Ltd., a corporation organized under the Canada Business Corporations Act (Purchaser and together with the Sellers, each a Party and collectively, the Parties), to the Share Purchase Agreement, dated April 7, 2016, by and among URI, IntermediateCo and Purchaser, as amended by that Letter Agreement among the Parties dated effective as of September 30, 2016 (collectively, the Agreement). URI and IntermediateCo are each referred to herein as a Seller and collectively as the Sellers. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.

Purchase Price. Section 3.01(a) of the Agreement is hereby amended and restated in its entirety as follows: The aggregate purchase price for the Transferred Shares consists of (i) US$2,500,000 in cash (the Cash Purchase Price), of which US$250,000 was paid by the Purchaser on October 21, 2016, (ii) a promissory note in the amount of US$5,000,000 (the Note), (iii) a four percent (4%) retained net smelter return royalty on the Churchrock Project, as more particularly described in the Royalty Deed (the Royalty), and (iv) the issuance by Purchaser to URI of that number of shares of Purchasers common stock (the Shares) that is equal to US$500,000 divided by the per Share price paid by investors in an equity raise by Purchaser occurring substantially concurrently with the Closing, together with warrants to purchase shares of the Purchasers common stock or other securities of the Purchaser to the extent that Purchaser issues warrants to investors in the concurrent equity raise, which warrants shall contain the same warrant coverage, exercise price and other terms as contained in the concurrent equity raise (the Warrants). Subject to Section 3.01(b), Purchaser will at the Closing pay to URI the Cash Purchase Price by wire transfer of immediately available funds to such bank account as URI designates in writing to Purchaser at least two (2) Business Days prior to Closing. At the Closing, URI will execute and deliver a subscription agreement with respect to the issuance of the Shares in a customary form to be agreed between the Parties. Issuance of the Shares at Closing and at any other time by Purchaser is subject to the approval of the Toronto Stock Exchange.

Purchase Price from Stock Option Plan

Amendments to the Restated 1998 Key Employee Stock Option Plan (in effect as of the 19th day of April 2001) have been approved by the Board of Directors of the Corporation as of February 12th, 2003, subject to approval of the Shareholders and the Toronto Stock Exchange. These amendments have been integrated with the remnant of the Plan to form the Restated 1998 Key Employee Stock Option Plan, the text of which is as follows:

Purchase Price. The purchase price of the common shares in respect of which options are granted shall be determined by the Board, in its discretion, at the time that each option is granted, but shall not be lower than the weighted average trading price of the common shares on the Toronto Stock Exchange for the five trading days immediately next preceding the date of grant of the option.