Chairman's Letter‌

*M000001Q02*

Dear Shareholder

UraniumSA Limited

ABN 48 119 978 013

Ground Floor, 28 Greenhill Road Wayville, South Australia 5034 Australia

Phone +61 (0)8 8132 0577

Fax +61 (0)8 8132 0766

[email protected]

www.uraniumsa.com.au

15 April 2016

UraniumSA Limited Share Purchase Plan

Your Directors are pleased to invite you to participate in the UraniumSA Limited (UraniumSA or Company) Share Purchase Plan (SPP) that closes on 5 May 2016. Under the SPP, you may subscribe for up to A$15,000 worth of fully paid shares in the Company without incurring brokerage or other transaction costs.

Under the SPP, a maximum of 56,350,000 shares will be issued at a price of $0.017 (1.7 cents) per share to raise up to

$0.96million. The Company reserves the right to scale back the maximum participation amount per shareholder to ensure regulatory compliance and notes that allocation of shares will likely be on a "first-come, first-served basis".

You are encouraged to consider this offer sooner rather than later as the Company has the right to close the SPP early.

The Company is focussed on raising at least $400,000 from the SPP. The Company's Samphire Project Uranium Asset demerger plan announced in recent days has been received well by shareholders and the SPP is an important part of the proposal to ensure that the ongoing entities have sufficient funds, management structures and operational flexibility to support their ongoing activities.

Funds raised will be used to continue exploration and existing project evaluations, fund the proposed demerger (refer ASX announcement 6 April 2016) and for working capital purposes.

Shares issued under the SPP will participate fully in the proposed demerger announced on 6 April 2016. Shareholders with an unmarketable parcel (

The offer price of the shares under the SPP represents a 7.0% discount to the volume weighted average market price (VWAP) of UraniumSA shares traded on the ASX during the period of 5 trading days on which sales were recorded up to and including the trading day prior to the SPP announcement (5 April 2016) and a 15% discount to the closing price on the trading day prior to the announcement.

The right to participate in the SPP is available exclusively to shareholders who were registered as holders of fully paid ordinary shares in the Company as at 7.00pm (CST) on 5 April 2016 and whose registered address is in Australia or New Zealand.

Each director of UraniumSA intends participating in the SPP at the maximum $15,000. Taylor Collison is acting as Broker to the SPP.

Details of the SPP are set out in the enclosed SPP Terms and Conditions. We encourage you to read these terms and conditions carefully and in their entirety before deciding whether or not to participate in the SPP.

Yours faithfully

212519_01TYUA

Alice McCleary Chairman UraniumSA Limited

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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

212519_01TYUA

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.

URANIUMSA LIMITED

ACN 119 978 013

SHAREHOLDER SHARE PURCHASE PLAN - TERMS AND CONDITIONS

These terms and conditions are the terms and conditions of the UraniumSA Limited (UraniumSA or Company) Share Purchase Plan (Plan or SPP) (as contemplated by Regulatory Guide 125 and Class Order [CO 09/425] of the Australian Securities and Investments Commission (ASIC)) and are binding on any shareholder completing the Share Purchase Plan Application Form which accompanies this document.

1. THE OFFER

   The Offer is an invitation to subscribe up to a maximum amount of $15,000 for fully paid ordinary shares in the Company (Shares) at $0.017 per Share for a choice of subscription amounts indicated in the table below. You may apply for any one of these parcels of Shares. You may refuse the Offer. The Offer to each eligible shareholder is made on the same terms and conditions. The Offer is non-renounceable meaning that you may not transfer your right to acquire a Share under the Offer to anyone else.

   
   

   A$	UraniumSA Shares	A$	UraniumSA Shares
   500	29,412	7,500	441,176
   1,000	58,824	10,000	588,235
   2,500	147,059	15,000	882,353
   5,000	294,118

   
   

2. OPENING AND CLOSING DATE OF THE OFFER

   The Offer opens at 9.00 am (CST) on 15 April 2016. The Offer closes at 5.00 pm CST on 5 May 2016. The Directors of the Company reserve the right to change the closing date of the Offer. No late applications will be accepted.

   The other important dates appear below and are indicative only and subject to change at the Company's discretion.

   
   

   Record Date (7:00pm CST)	Tuesday 05 April 2016
   Announcement Date of Plan	Wednesday 06 April 2016
   Opening Date of Plan / Despatch of Offer document	Friday 15 April 2016
   Closing Date of Plan (5:00pm CST)	Thursday 05 May 2016
   Issue of New Shares under the Plan	Thursday 12 May 2016
   Anticipated date of ASX quotation of Shares	Friday 13 May 2016

   
   

3. ELIGIBILITY

   
   

   You are eligible to apply for Shares if:

4. your registered address in the Company's register of members is in Australia or New Zealand; and

5. you were registered or taken to be registered as a holder of fully paid ordinary shares in the Company as at 7.00 pm (CST) on 05 April 2016 (Record Date).

   The Directors of the Company have determined that it is not practical for holders of shares with registered addresses in jurisdictions other than Australia and New Zealand to participate in the Plan.

   To the extent that you hold shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any acceptance is in compliance with all applicable foreign laws.

   Single holders: If you are the only registered holder of a holding of Shares, but you receive more than one offer under the Plan (for example due to multiple registered holdings), you may only apply in aggregate up to the maximum amount of

   $15,000 (882,353 Shares).

   Joint holders: If you are recorded with one or more other person as the joint holder of a holding of Shares, that joint holding is considered to be a single registered holding for the purpose of the Plan, and the joint holders are entitled to participate in the Plan in respect of that single holding only. If the same joint holders receive more than 1 offer under the Plan due to multiple identical holdings, the joint holders may only apply in aggregate up to the maximum amount of

   $15,000 (882,353 Shares).

   
   

   UraniumSA Limited - SPP 15 April 2016 Page 1 of 4

   Custodians, trustees and nominees: If you are a custodian, trustee or nominee within the definition of 'custodian' in ASIC Class Order [CO 09/425] (Custodian) and hold Shares on behalf of one or more persons (each a Participating Beneficiary), you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company (Custodian Certificate) certifying:

6. that the custodian holds Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries on the Record Date and each Participating beneficiary has instructed the Custodian to apply for Shares on their behalf under the Plan;

7. the number of Participating Beneficiaries;

8. the name and address of each Participating Beneficiary for whom the Custodian applies for Shares;

9. for each Participating Beneficiary, the number of Shares that the Custodian holds (directly or indirectly) on their behalf;

10. for each Participating Beneficiary, the number, or dollar amount, of Shares the Beneficiary or another Custodian has instructed the Custodian to accept on behalf of the Participating Beneficiary;

11. for each Participating Beneficiary, that the application price for the Shares applied for on their behalf, and any other Shares in a class applied for on their behalf under a similar arrangement in the previous 12 months (excluding Shares applied for but not issued), does not exceed $15,000;

12. that a copy of the written offer document was given to each Participating Beneficiary; and

13. where the Custodian holds Shares on behalf of a Beneficiary indirectly, through one or more interposed Custodians, the name and address of each interposed Custodian.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Custodians should have received a Custodian Certificate with these terms and conditions. If you did not receive a Custodian Certificate or would like further information on how to apply, you should contact Computershare Investor Services Pty Ltd.

14. ISSUE PRICE AND RELATIONSHIP TO MARKET PRICE

    The issue price for each Share under the Offer is $0.017 which represents a 7.0% discount to the volume weighted average market price (VWAP) for the Company's Shares calculated over the last 5 days on which sales in the Shares were recorded before the Offer was announced on 6 April 2016.

15. RIGHTS ATTACHING TO SHARES

    The rights and obligations of the Shares are contained in the constitution of the Company (which is available for inspection at the registered office of the Company during the period of the Offer). The Shares will be issued on the same terms as all other ordinary shares in the Company and the Company will apply for the Shares to be quoted on ASX on the business day after the day on which the issue is made.

    If the Shares are not to be quoted on ASX, the Shares will not be issued and application funds will be refunded without interest.

16. APPLICATION FOR SHARES

    If you are an eligible shareholder, you may apply to purchase:

    
    

    A$	UraniumSA Shares	A$	UraniumSA Shares
    500	29,412	7,500	441,176
    1,000	58,824	10,000	588,235
    2,500	147,059	15,000	882,353
    5,000	294,118

    The Company reserves the right in its absolute discretion to reject any application for Shares to the extent that it considers that the application (whether alone or in conjunction with other applications) does not comply with these terms and conditions or for any other reason. If an application is refused, the application monies received will be refunded without interest.

    The Company may, in its absolute discretion, undertake a scale back to the extent and in the manner it sees fit. Any scale back will be announced on the allotment date. If there is a scale back, a shareholder may not receive any or all of the Shares for which it applied.

    If the Company undertakes a scale back, the difference between the allocation amount (being the number of Shares actually allotted multiplied by the issue price) and the application amount paid to the Company by the applicant will be refunded (without interest) by cheque, mailed to the applicant's registered address as soon as possible after the allotment date.

17. PARTICIPATION COSTS

You must pay the issue price per Share and any fees or charges incurred by you in completing the Application Form, for example, bank fees or fees of professional advisers.




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