839470--3/17/2008--URANIUM_RESOURCES_INC

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We may not be able to raise sufficient capital to consummate the acquisition of RAML. We may not be able to consummate the acquisition of RAML during the time frame currently contemplated or at all. If we are unable to provide financial surety in an amount of up to $32 million, we will not be able to obtain the necessary NRC and state of Utah approvals of the acquisition. RAML's environmental liabilities could be materially more than is currently estimated. We have agreed under the Purchase Agreement to indemnify Billiton Investment 15 B.V. and its affiliates for all known and unknown environmental liabilities of or relating to RAML and remediation due to conditions that may exist as of the closing date of the acquisition. After completion of the acquisition, we may not receive an amendment to RAML's existing NRC license or a new license from the NRC that would allow construction and operation of a conventional uranium mill facility in New Mexico. The RAML assets will not produce any operating revenues until the mill is built and operational unless we can generate revenues from old stope leaching or from 11e.2 operations. If we are unable to raise the additional $250 to $350 million to fund the cost of planning and constructing the conventional mill at Ambrosia Lake, we will be unable to build the mill. Our estimate of the cost may be low, and inflation could raise the total cost materially. If RAML's water rights are limited or eliminated by the State of New Mexico, our plans to build the conventional mill would be materially adversely affected. If there is a negative outcome to the Tronox litigation, we will be adversely affected. We have incurred and expect to continue to incur significant costs associated with the acquisition of RAML, whether or not the acquisition is completed. The funding of these costs will reduce the amount of cash available to us to fund other corporate purposes. Charges to earnings resulting from the application of the purchase method of accounting to the RAML acquisition may adversely affect the market value of our common stock. We may not be able to successfully integrate RAML's business with our business. The acquisition of RAML may prove to be worth less than we paid because of uncertainties in evaluations and potential liabilities. If we cannot recover the RAML drill logs and related data specifically related to the RAML Ambrosia Lake Mill Site, we could incur material costs to duplicate such data. If the contemplated benefits of the acquisition of RAML do not meet the expectations of financial or industry analysts, the market price of our common stock may decline. Delay in closing the acquisition could adversely affect the Company. The market price of our common stock after the acquisition of RAML may be affected by factors different from those that influenced the market price of our common stock prior to the acquisition of RAML, including the fact that unless we are able to generate revenues through old stope leaching prior to the mill being in operation, the RAML operations are expected to generate no revenue from operations or positive cash flow until the mill is built and operating, which is not anticipated until between 2012 and 2013. After completion of the acquisition, we may be required to obtain additional permits from the State of New Mexico and may not receive additional permits that would allow construction and operation of a conventional uranium mill facility in New Mexico. RAML maintains its books and records on the basis of International Financial Reporting Standards, which may make it difficult to integrate with our records. If we do not obtain additional financing, our business plan will fail. If Itochu makes a negative investment decision, our Joint Venture with Itochu for the development of the Church Rock Property will terminate, and we will not have a committed source of financing for the development of our Church Rock Property. Our ability to function as an operating mining company is dependent on our ability to mine our properties at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. The volatility of uranium prices makes long-range planning uncertain and raising capital difficult. The Navajo Nation ban on uranium mining in Indian Country encompasses approximately 84% of our in-place mineralized uranium material on our properties in New Mexico and will adversely affect our ability to mine unless the ban is overturned. Our inability to obtain financial surety would threaten our ability to continue in business. Our operations are subject to environmental risks. Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities and other dangers. If we are unable to maintain adequate insurance or liabilities exceed the limits of our insurance policies, we may be unable to continue operations, which may result in a loss of an investors' investment. We face risks related to exploration and development, if warranted, on our properties. The only market for uranium is nuclear power plants world wide, and there are a limited number of customers. The price of alternative energy sources affects the demand for and price of uranium. Public acceptance of nuclear energy is uncertain. If we cannot add additional reserves to replace production in the future, we would not be able to remain in business. Competition from better-capitalized companies affects prices and our ability to acquire properties and personnel. Because we have limited capital, inherent mining risks pose a significant threat to us compared to our larger competitors. Industry-wide competition for exploration, development, mining and milling equipment could delay production. Our business could be harmed if we lose the services of our key personnel. Terms of subsequent financings may adversely impact an investors' investment. Over 55% of our common stock is controlled by 5% beneficial holders and management. The availability for sale of a large amount of shares may depress the market price of our common stock.

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839470--3/17/2008--URANIUM_RESOURCES_INC_/DE/