13 May 2016

ASX RELEASE

13 May 2016

UraniumSA Limited ("UraniumSA")

ASX Code: USA

ABN 48 119 978 013

Ground Floor

28 Greenhill Road

Wayville SA 5034

Phone +61 8 8132 0577

Fax +61 8 8132 0766

www.uraniumsa.com.au [email protected]

BOARD OF DIRECTORS

Alice McCleary Chairman Martin Janes Director Russel Bluck Director & Geoscience Manager

David Paterson Director & Acting CEO

PROJECTS

South Australia

Samphire ELs 4979, 5426 JV

Blackbush MC 4280

Murninnie EL 5440

Wild Horse Plains EL 4693 JV Muckanippie EL 4694

ISSUED CAPITAL

13 May 2016

Shares on Issue: 187,859,273 Quoted shares: 187,859,273

Unlisted Options: 9,650,000

INVESTOR INQUIRIES

[email protected]

EXTRAORDINARY GENERAL MEETING (EGM)

- ASX WAIVER

UraniumSA Limited (Company) refers to its Notice of Extraordinary General Meeting expected to be lodged with ASX shortly (Notice).

UraniumSA is pleased to advise that the ASX has granted a waiver from ASX listing rules 10.13.5 and 7.5 in respect of the Notice.

A waiver from listing rule 10.13.5 has been granted to permit the Notice to seek shareholder approval for the issue of shares to a director in lieu of payments of cash for executive duties performed for the year ended 30 June 2016. A waiver from Listing Rule 10.13.5 was required as the issue price of the shares is not defined, but instead, based on a formula including future security prices.

A waiver from listing rule 7.25 has been granted to permit the Company to undertake a reorganisation of its capital which may have the effect of reducing the trading price of the Company's securities to less than 20 cents each. The capital reorganisation proposed in the Notice is an equal reduction of the Company's capital comprised of a demerger of the Samphire Uranium Pty Ltd assets into a separate unlisted public company and an in-specie distribution of shares in the unlisted public company on a pro-rata basis to the Company's shareholders. Further details in respect of the proposed demerger will be provided in the Notice.

The terms of the waiver are annexed to this announcement.

Inquiries regarding this report and company business may be directed to:

David Paterson - Acting CEO

+61 8 8132 0577

+61 417 823 654

VISIT OUR WEBSITE

www.uraniumsa.com.au

1

Annexure - ASX Decision dated 12th May 2016

1. Subject to resolution 2 and based solely on the information provided, ASX Limited ("ASX") does each of the following:

2. A waiver from listing rule 10.13.5 to the extent necessary to permit the notice of extraordinary meeting (the "Notice") seeking shareholder approval for the issue of up to 2,823,529 shares (Resolution 6) to be issued to David Paterson to not include an issue price, subject to the Notice stating that the number of shares to be issued will be calculated by dividing the directors' fees payable ($48,000) with the VWAP of the Company's shares calculated over 5 ASX trading days immediately prior to the issue date.

   1.2 A waiver from listing rule 7.25 to the extent necessary to permit the Company to undertake a reorganisation of its capital which may have the effect of reducing the trading price of the Company's securities to less than 20 cents each, on condition that the capital reorganisation is completed in accordance with the relevant provisions of the Corporations Act 2001 (Cth). The capital reorganisation is an equal reduction of the Company's capital comprised of a demerger of the Samphire Uranium Pty Ltd assets into separate unlisted public company Samphire Uranium Limited ("SUL") and an in-specie distribution of shares in SUL on a pro-rata basis to the Company's shareholders.

3. The Company releases the terms of the waiver to the market immediately.

4. ASX has considered listing rules 7.25 and 10.13.5 only and makes no statement as to the Company's compliance with other listing rules.

5. About UraniumSA Limited

   UraniumSA is an Adelaide based explorer specialising in uranium mineralisation within a substantial portfolio of properties in South Australia's Gawler Craton.

   The Company has discovered sediment hosted uranium mineralisation within Exploration Licence 4979, Samphire, which is located 20km south of the industrial city of Whyalla on the eastern Eyre Peninsula in South Australia. The Exploration Licence is owned and operated by Samphire Uranium Pty Ltd, a wholly owned subsidiary of UraniumSA Limited.

   The Samphire project contains the:

   Blackbush deposit with an estimated inferred resource 64.5 million tonnes of mineralisation at a bulk grade of 230ppm containing 14,850 tonnes U3O8 at a 100ppm eU3O8 cut-off grade (JORC 2012).

   Plumbush deposit with an estimated inferred resource 21.8 million tonnes of mineralisation at a bulk grade of 292ppm containing 6,300 tonnes U3O8 at a 100ppm eU3O8 cut-off grade (JORC 2004).

   On 6 April 2016 the Company announced a proposal that involves the demerger of a restructured Samphire Uranium Pty Ltd to Samphire Uranium Limited ('SUL') as a separate standalone unlisted public company. SUL is the owner of the Samphire Project Uranium Assets. Subject to shareholder approval the demerger will result in the following structure with UraniumSA shareholders owning shares in both entities pro-rata to their holding in UraniumSA at the time.

   ORGANISATION STRUCTURE - 2016 (Post - Proposed Demerger)

   A B

   UraniumSA Limited

   (ASX code: USA Ultimate Holding Co.)

   Samphire Uranium Limited

   (unlisted Public Company)

   Fatjack Pty Ltd (100%)

   Boston Minerals Pty Ltd (100%)

   Angus Resources Pty Ltd (100%)

   Function

   Corporate strategy and delivery, finance and asset management/asset holder

   Function Subsidiary holding exploration assets

   Function Subsidiary holding exploration assets

   Function

   Owner of Samphire Project, exploration for uranium and base metals

   Function

   owner and operator of plant and equipment

   Assets

   100% Fatjack Pty Ltd

   100% Boston Minerals Pty Ltd

   Assets

   EL4694 - Muckanippie (basement complex)

   Assets

   Cleve Project

   ELA 2015/00113 - Sheoak Hill

   ELA 2015/00114 - Lock

   Cariwerloo Project

   ELA 2015/00126 - Whymlet

   Assets

   Samphire Project (host of Blackbush & Plumbush deposits)

   EL4979 - Mullaquana

   EL5426 - Midgee (JV Hiltaba) EL5440 - Murninnie

   EL4693 - Wild Horse Plain (JV Pirie Resources Pty Ltd) (100% interest in JV Uranium)

   Samphire - Nonowie pastoral leases

   100% Angus Resources Pty Ltd (owner of plant & equipment)

   Assets

   Backfill And rehabilitation plant, down hole geophysical logging plant

   The exploration results and mineral resources reported herein, insofar as they relate to mineralisation, are based on information compiled by Mr Russel Bluck a Director of UraniumSA Limited and Member of the Australian Institute of Geoscientists with sufficient experience relevant to the style of mineralisation and type of deposits being considered, and to the activity which is reported to qualify as a Competent Person as defined by the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code, 2012 Edition). Mr Bluck consents to the inclusion in the report of matters based on his information in the form and context in which it appears. It should be noted that the abovementioned exploration results are preliminary.