FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT

EXECUTION VERSION

FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT

THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (this “First Amendment”) is dated November 5, 2014, by and among RIO GRANDE RESOURCES CORPORATION, a Delaware corporation (“RGR”), URANIUM RESOURCES, INC., a Delaware corporation (“URI”), and URANCO INC., a Delaware corporation (“Uranco”). URI and Uranco are sometimes referred to herein individually as a “URI Party” and collectively as the “URI Parties.” RGR, URI, and Uranco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this First Amendment shall have the same meanings prescribed to such terms in the Agreement (as defined below).

Recitals

The Parties have entered into that certain Asset Exchange Agreement dated as of September 5, 2014 (the “Agreement”), pursuant to which, among other things, RGR has agreed to grant, assign, transfer and convey the Texas Assets to Uranco, and Uranco has agreed to grant, assign, transfer and convey the New Mexico Assets to RGR.

The Parties desire to supplement and amend certain terms of the Agreement, as set forth in this First Amendment.

Pursuant to Section 13.8 of the Agreement, the Agreement may be amended or modified only by an agreement in writing executed by all Parties, their respective successors or permitted assigns and expressly identified as an amendment or modification thereto.

Agreement

NOW, THEREFORE, in consideration of the above recitals and of the covenants and agreements herein contained, the Parties hereby agree as follows:

Amendments to the Agreement. The Parties agree to amend the Agreement as follows, effective for all purposes as of September 5, 2014:

(a)

Section 9.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Time and Place of Closing. Consummation of the Exchange contemplated by this Agreement (the “Closing”), shall, unless otherwise agreed to in writing by the URI Parties and RGR, take place at RGR’s legal counsel’s offices in San Antonio, Texas on November 6, 2014 (the “Closing Date”).”

First Amendment to Asset Exchange Agreement

Page 1

EXECUTION VERSION

(b)

Schedule 2.2(a) of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(a) attached hereto as Exhibit A, which is incorporated herein by reference for all purposes.

(c)

Schedule 6.7 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 6.7 attached hereto as Exhibit B, which is incorporated herein by reference for all purposes.

Effect of this First Amendment on Other Provisions of the Agreement. Any and all provisions in the Agreement requiring notice to be delivered by a Party or Parties to another Party or other Parties on or before or within a certain number of Business Days prior to or after the Closing Date, as the case may be, shall be interpreted based on the Closing Date set forth above.

Entire Agreement. The Parties agree that this First Amendment complies with Section 13.8 of the Agreement and amends the Agreement effective as of September 5, 2014. This First Amendment may be supplemented, altered, amended, modified, or revoked only in accordance with Section 13.8 of the Agreement.

Effect of Amendment. Except as specifically provided in this First Amendment, the terms and conditions of the Agreement continue to govern the rights and obligations of the Parties, and all terms and conditions of the Agreement, as amended by this First Amendment, remain in full force and effect. If there is any conflict or inconsistency between this First Amendment and the Agreement, then this First Amendment shall control and modify the Agreement.

Counterparts. This First Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this First Amendment in the presence of the other Parties. No Party shall be bound by the terms and provisions of this First Amendment until such time as all of the Parties have executed counterparts of this First Amendment.

[Remainder of Page Intentionally Left Blank]

First Amendment to Asset Exchange Agreement

Page 2

IN WITNESS WHEREOF, each Party has caused this First Amendment to be duly executed by its authorized representative as of the date first set forth above, to be effective for all purposes as of September 5, 2014.

RGR:

RIO GRANDE RESOURCES CORPORATION,

a Delaware corporation

By:

/s/▇▇▇▇▇ ▇. ▇▇▇▇▇

Name:

▇▇▇▇▇ ▇. ▇▇▇▇▇

Title:

President

URI:

URANIUM RESOURCES, INC.,

a Delaware corporation

By:

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name:

▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title:

President and Chief Executive Officer

URANCO:

URANCO INC.,

a Delaware corporation

By:

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title:

President and Chief Executive Officer

First Amendment to Asset Exchange Agreement

Signature Page

EXHIBIT A

ATTACHED TO AND MADE A PART OF THAT CERTAIN

FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 5, 2014, BY AND AMONG RIO GRANDE RESOURCES CORPORATION, URANIUM RESOURCES, INC., AND URANCO INC.

Schedule 2.2(a)

Texas Leases


Lease No.	Lessor(s)	Lessee	Date	Volume	Page	County	Gross Acreage	Net Acreage
1	▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇	Rio Grande Resources Corporation	August 17, 2007	279	559	▇▇▇▇▇▇	2,161	432.20
2	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇	Rio Grande Resources Corporation	July 24, 2007	279	562	▇▇▇▇▇▇	2,161	432.20
3	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇	Rio Grande Resources Corporation	July 24, 2007	279	565	▇▇▇▇▇▇	2,161	432.20
4	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.; Esparci ▇. ▇▇▇▇▇; and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	Rio Grande Resources Corporation	May 30, 2008	289	455	▇▇▇▇▇▇	2,161	216.10
5	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	367	▇▇▇▇▇▇	80	60.0000
6	▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇	Rio Grande Resources Corporation	July 1, 2008	291	125	▇▇▇▇▇▇	80	20.00
7	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	364	▇▇▇▇▇▇	240	180.00
8	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	361	▇▇▇▇▇▇	120	105.00
9 2	▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	370	▇▇▇▇▇▇	220	88.00
10	Esparci ▇. ▇▇▇▇▇; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.; and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	Rio Grande Resources Corporation	September 15, 2008	292	779	▇▇▇▇▇▇	220	88.00
11	▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇	Rio Grande Resources Corporation	November 21, 2008	294	732	▇▇▇▇▇▇	220	44.00
12	Palo ▇▇▇▇▇▇ Ltd., a Texas limited partnership	Rio Grande Resources Corporation	December 15, 2008	295	304	▇▇▇▇▇▇	95.0	95.0
13	▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and wife, ▇▇▇▇ ▇. ▇▇▇▇▇▇	Rio Grande Resources Corporation	October 3, 2007	864	462	▇▇▇▇▇▇	463.83	463.83
14	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and wife, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇	Rio Grande Resources Corporation	October 5, 2007	868	445	▇▇▇▇▇▇	114.6	114.6
15	▇▇▇▇▇ ▇. Lake	Rio Grande Resources Corporation	August 7, 2007	862	351	▇▇▇▇▇▇	171.8258	171.8258
▇▇	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, et ux. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇	Rio Grande Resources Corporation	July 31, 2007	862	354	▇▇▇▇▇▇	84.188	84.188
17	Regency FS, LP	Rio Grande Resources Corporation	August 30, 2007	863	171	▇▇▇▇▇▇	106.27	106.27
18	▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ and wife, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇▇▇▇▇ Family Trust	Rio Grande Resources Corporation	October 22, 2007	864	794	▇▇▇▇▇▇	79.582	19.8955
19	▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and wife, ▇▇▇▇▇▇ ▇▇▇▇▇▇	Rio Grande Resources Corporation	August 7, 2007	862	360	▇▇▇▇▇▇	201.38	201.38
20	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.	Rio Grande Resources Corporation	June 26, 2008	879	379	▇▇▇▇▇▇	101.69	100.69
21	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇; and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇; each party dealing with their sole and separate property	Rio Grande Resources Corporation	December 10, 2007	870	748	▇▇▇▇▇▇	1,049.76	1049.76
22	▇▇▇▇▇▇ ▇. Dragon, and wife ▇▇▇▇▇ ▇. Dragon	Rio Grande Resources Corporation	July 31, 2007	862	346	▇▇▇▇▇▇	138.36	138.36
23	▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ a/k/a ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ a/k/a L. ▇▇▇ ▇▇▇▇▇▇▇▇▇; and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ each dealing in their separate property	Rio Grande Resources Corporation	March 21, 2007	862	357	▇▇▇▇▇▇	404.7	404.7
24	▇▇▇▇▇▇▇ ▇▇▇▇▇▇	Rio Grande Resources Corporation	June 15, 2007	96	389	Bee Live Oak	312.77	78.1925
25	▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and wife, ▇▇▇▇▇ ▇▇▇▇▇	Rio Grande Resources Corporation	June 15, 2007	96	403	Bee	312.77	234.5775
	▇▇▇▇ ▇▇▇▇▇▇▇▇ and wife, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇			96	▇▇▇	▇▇▇▇ ▇▇▇
	Jo ▇▇▇ ▇▇▇▇▇▇▇			96	409
26	▇▇▇▇▇▇▇ ▇▇▇▇▇	Rio Grande Resources Corporation	June 28, 2007	862	349	▇▇▇▇▇▇	140.24	140.24
27	Redcrest Trust c/o ▇▇ ▇▇▇▇▇▇ Chase	Rio Grande Resources Corporation	October 9, 2006	866	95	▇▇▇▇▇▇	140	140
28	▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Attorney-in-Fact for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇	Rio Grande Resources Corporation	August 31, 2007	457	641	▇▇▇▇▇	276.98	138.49
29	▇▇▇▇ ▇. ▇▇▇▇▇	Rio Grande Resources Corporation	August 31, 2007	457	644	▇▇▇▇▇	611.3	203.7667
30	▇▇▇▇▇ ▇▇▇▇▇ Sellers Trust, ▇▇▇▇▇ ▇▇▇▇▇ Sellers, Trustee	Rio Grande Resources Corporation	August 31, 2007	457	647	▇▇▇▇▇	611.3	50.9417
31	▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Trust, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Trustee	Rio Grande Resources Corporation	August 31, 2007	458	777	▇▇▇▇▇	611.3	50.9417
32	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	59	▇▇▇▇▇	702.71	351.3550
33	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	57	▇▇▇▇▇	148	74
34	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	61	▇▇▇▇▇	106.82	26.705
35	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a married man dealing in his sole and separate property	Rio Grande Resources Corporation	June 20, 2008	478	824	▇▇▇▇▇	106.82	8.8981
36	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇	Rio Grande Resources Corporation	July 2, 2008	479	559	▇▇▇▇▇	106.82	8.8981
37	▇▇▇▇▇ ▇. ▇▇▇▇▇, Attorney-in-Fact for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇	Rio Grande Resources Corporation	July 14, 2008	483	183	▇▇▇▇▇	106.82	8.8981
38	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇	Rio Grande Resources Corporation	July 24, 2008	481	279	▇▇▇▇▇	106.82	8.8981
▇▇	▇. ▇. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	63	▇▇▇▇▇	106.81	5.341
▇▇	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, each party dealing in their sole and separate property; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney-in-Fact for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Attorney-in-Fact for Eva ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇	Rio Grande Resources Corporation	March 15, 2008	471	323	▇▇▇▇▇	234.81	234.81
41	▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.	Rio Grande Resources Corporation	May 2, 2008	474	404	▇▇▇▇▇	563.426	535.266
42	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇	Rio Grande Resources Corporation	July 2, 2008	479	563	▇▇▇▇▇	123.93	123.93
43	R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Independent Executors of the Estate of ▇▇▇▇ ▇. ▇▇▇▇▇▇	Rio Grande Resources Corporation	November 8, 2007	462	661	▇▇▇▇▇	144.91	57.964
44	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	55	▇▇▇▇▇	144.91	43.4730
45	▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇	Rio Grande Resources Corporation	October 25, 2007	467	164	▇▇▇▇▇	80	80
46	▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.	Rio Grande Resources Corporation	November 6, 2007	461	767	▇▇▇▇▇	81.69	81.69
47	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇	Rio Grande Resources Corporation	November 1, 2007	461	357	▇▇▇▇▇	81.69	81.69

First Amendment to Asset Exchange Agreement

Exhibit A

EXHIBIT B

ATTACHED TO AND MADE A PART OF THAT CERTAIN
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 5, 2014, BY AND AMONG RIO GRANDE RESOURCES CORPORATION, URANIUM RESOURCES, INC., AND URANCO INC.

Schedule 6.7

Consents and Preferential Purchase Rights


			RIO GRANDE RESOURCES CORPORATION Consents to Assign
Lease No.	County	Gross Acres	Lessor(s) Required to Execute Consent Letters	Address
TX-047-01-000010-004	▇▇▇▇▇▇	2161	Esparci ▇. ▇▇▇▇▇	▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-01-000010-005	▇▇▇▇▇▇		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇▇ ▇▇▇
				▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-01-000010-006	▇▇▇▇▇▇		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.	▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-01-000010-007	▇▇▇▇▇▇		▇. ▇. ▇▇▇▇▇▇▇, Independent Executor of the	▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇▇
			▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Deceased	▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-18-000041-003	▇▇▇▇▇▇	220	Esparci ▇. ▇▇▇▇▇	▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-18-000041-004	▇▇▇▇▇▇		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇	▇▇▇▇ ▇▇▇▇▇ ▇▇▇
				▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-18-000041-005	▇▇▇▇▇▇		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.	▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
				▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-18-000041-006	▇▇▇▇▇▇		▇. ▇. ▇▇▇▇▇▇▇, Independent Executor of the	▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇▇
			▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Deceased	▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TX-047-18-000044-000	▇▇▇▇▇▇	95	Palo ▇▇▇▇▇▇, Ltd., a Texas Limited Partnership c/o ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III	▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
TX-131-14-000032-001	▇▇▇▇▇	144.91	R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Independent Executors of the Estate of ▇▇▇▇ ▇. ▇▇▇▇▇▇	1475 Frost Bank Tower ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

First Amendment to Asset Exchange Agreement

Exhibit B

FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT

Document Metadata

Document Metadata

Table of Contents