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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Neutron Energy, Inc. and Subsidiaries

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As filed with the Securities and Exchange Commission on March 30, 2011

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Neutron Energy, Inc.
(Exact name of registrant as specified in its charter)

9000 E. Nichols Avenue, Suite 225
Englewood, Colorado 80112
(303) 531-0470
(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)

Edward M. Topham
Chief Financial Officer
9000 E. Nichols Avenue
Englewood, Colorado 80112
Telephone: (303) 531-0470
(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

         Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated , an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes the offering price attributable to shares that the underwriters have the option to purchase solely to cover over-allotments, if any.

(3)

No separate registration fee is required pursuant to Rule 457(g) promulgated under the Securities Act of 1933.

(4)

Pursuant to Rule 416 promulgated under the Securities Act of 1933, there are also being registered such additional shares of common stock as may become issuable pursuant to anti-dilution provisions of the underwriter's warrants.

(5)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) promulgated under the Securities Act of 1933. We have agreed to issue warrants to purchase a number of shares of common stock equal to 5% of the number of shares of common stock offered hereby (including any over-allotment), at an exercise price per share equal to 120% of the price of the common stock offered hereby.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 30, 2011

Prospectus

                   Shares of Common Stock

        This is an initial public offering of shares of common stock by Neutron Energy, Inc. Neutron Energy is selling a maximum of                   shares of common stock. The estimated initial public offering price is between $                  and $                  per share.

        No public market exists for our shares. We have applied for a listing of our common stock on                  under the symbol "                  ."

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 6.

        To the extent the underwriters sell more than                  shares of common stock, we have granted the underwriters an option for a period of 30 days to purchase up to                   additional shares of common stock, at the initial public offering price less the underwriting discounts and commissions.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        The underwriters expect to deliver the shares against payment on                  , 2011.

The date of this prospectus is                  , 2011

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        As used in this prospectus, unless the context otherwise requires, the terms "Neutron," "Neutron Energy," "NEI," "the Company," "we," "our" and "us" refer to Neutron Energy, Inc. and its consolidated subsidiaries.

        Except as otherwise indicated, all information in this prospectus assumes that the underwriters' over-allotment option will not be exercised.

        You should rely only on the information contained in this prospectus that we authorize to be distributed to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell and are seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

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Our business, financial conditions, results of operations and prospects may have changed since that date.

        We obtained the market, competitive position and similar data used throughout this prospectus from our own research and from surveys or studies conducted by third parties and industry or general publications. This market, competitive position and similar data include, among other things, statements regarding the global market for uranium and nuclear energy, uranium supply deficits, sources of uranium, and the historical and projected growth rate of our industry. While we believe that each of these surveys, studies and publications is reliable, we have not independently verified such data. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

        Through and including                  , 2011, all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

        The following summary highlights information contained elsewhere in this prospectus. Before deciding whether to buy shares of our common stock, you should read this summary and the more detailed information in this prospectus, including our consolidated financial statements and related notes and the discussion of the risks of investing in our common stock in the section entitled "Risk Factors" starting on page 6.

Our Company

        We began operations as an unincorporated entity on March 25, 2005 and were incorporated on March 29, 2005 under the laws of the State of Wyoming. On April 26, 2007, we transferred our state of domicile from Wyoming to Nevada. We were formed to capitalize on our management's extensive knowledge and experience in uranium exploration, development and production, as well as our geologic and engineering data bases covering several uranium districts that historically have been uranium producers.

        We are a natural resource company engaged in the acquisition and exploration of uranium properties in the United States. Our strategy is to acquire properties that (i) have undergone some degree of historical uranium exploration and on which uranium mineralized material, but not reserves, have been located, and (ii) are located in mineralized districts that have undergone some degree of historical uranium exploration and are thought to be prospective for further uranium exploration, but on which no uranium mineralized material has been located. We have acquired interests in 63,312 net acres of leased or staked mineral properties in New Mexico, South Dakota and Wyoming.

        We also hold residual mineral interests that we received in the disposition of properties in Arizona and South Dakota. These residual interests were received in consideration of the sale of our ownership interests in the properties and are primarily comprised of royalty interest, net proceeds interest and our ability to convert the royalty interest into a working interest in the properties.

        All of our mineral properties are exploration stage properties. Some of our mineral properties have been the subject of historical exploration and/or development, and in one case production, by other mining companies, that provides indications that further uranium exploration is warranted. Our view that these properties are prospective for mineral exploration is based on prior exploration and/or development conducted by other companies, management information and work product derived from various reports, maps, radiometric assay from down-hole radiometric logging, exploratory drill logs, state organization reports, consultants, geological study and other exploratory information. If we are able to locate economic uranium reserves that are commercially viable, we intend to develop the mine site, including mill facilities, and extract uranium for production.

        We are an exploration stage company and all of our projects are in the exploration stage and do not have any known proven or probable reserves in accordance with the definitions of reserves under Industry Guide 7 issued by the Securities and Exchange Commission (the "SEC"). There can be no assurance that a commercially viable mineral deposit, or reserve, exists on any of our properties until appropriate exploratory work is completed and a comprehensive evaluation based on such work concludes legal and economic feasibility. Further exploration and permitting beyond the scope of our planned activities will be required before a final evaluation as to the economic and legal feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties. We will require additional financing in order to pursue full exploration and permitting of these properties.

        As of March 24, 2011, we had 58,204,141 shares of common stock outstanding. On that date, there were 195 holders of record.

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Corporate Information

        Our executive offices are located at 9000 E. Nichols Avenue, Suite 225, Englewood, Colorado 80112. Our telephone number is (303) 531-0470. We have a field office in Albuquerque, New Mexico.

Employees

        We have 13 full-time and three part-time employees and have engaged geological and technical consultants for additional day-to-day services. Other services are provided by outsourcing consultants and special purpose contracts.

Business and Growth Strategy

        We are an exploration stage company engaged in the exploration of uranium. We do not engage in any development activities at this time, but may engage in development activities should uranium reserves be located on any of our properties. The key elements of our business and growth strategy are as follows:

        Cibola Project.    Based on historical exploration and development data, we believe our wholly-owned Cibola Project may have future uranium reserve potential. We have received the required exploration permits on our Juan Tafoya property and Cebolleta property (together our "Cibola Project") which will allow us to commence confirmation drilling programs to confirm the uranium mineralized material identified by previous operators. We have substantially completed resource modeling on each of the Juan Tafoya and Cebolleta properties, based on historical data we have in our possession. We have received an independent technical report completed in accordance with the provisions of National Instrument 43-101, Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators ("NI 43-101"), which is authored by G. S. Carter, P. Eng., a qualified person.

        Because of the long lead times for environmental permitting of mining operations in North America, we have commenced the permitting process with the U.S. Nuclear Regulatory Commission ("NRC") on our Cibola Project, primarily through initial planning sessions with the NRC and the collection of environmental baseline data. We believe that commencing the permitting process at this early stage will allow us to expeditiously commence development of our properties if we move to that stage.

        Ambrosia Lake Project.    We have received the required exploration permit on our Elizabeth Target, included in the Ambrosia Lake Project, which will allow us to commence confirmation drilling programs to confirm the uranium mineralized material identified by previous operators. We believe our Elizabeth, Deep Rock, Mesa Redonda, West Endy and West Ranch targets represent long-term uranium reserve potential. We seek to complete the analysis and digitization of historic geologic data, mapping, and other geophysic and geologic activities on our Ambrosia Lake Project targets and to commence exploration permitting and exploration programs on selected targets.

        Edgemont Project, Copper Mountain Project and Other Wyoming Properties.    We do not anticipate any significant exploration activities during the next twelve months on our other properties. We may seek to sell or enter into joint-venture arrangements on these properties with other exploration companies.

        Extensive Due Diligence of Properties.    Our exploration activities are divided into phases dependent on the nature of historical exploration and development activities on the property. Our initial phase of exploration includes extensive due diligence and analysis of all historical exploration data available to us or in our possession. Furthermore, we probe existing and newly drilled holes with gamma probes

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with the goal of confirming historical drill results and planning for future development. We will proceed to our second phase if we are able to confirm historical data and drill results.

        Pursue Strategic Acquisitions of Exploration Stage Properties.    We are also engaged in the continual review of opportunities to acquire properties in the exploration stage that are thought to contain uranium mineralization and have undergone some degree of historical exploration or development.

        Financing.    Historically, we have financed our operations primarily by (i) private placements of convertible subordinated notes convertible for either (a) shares of our common stock, or (b) shares of our common stock and warrants to purchase additional shares of our common stock; (ii) private placement of shares of our common stock to certain individuals and institutional investors; and (iii) senior secured debt credit facilities.

        We will require additional funding to implement our business and growth strategy.

The Offering

        The number of shares of common stock to be outstanding immediately after the offering is based upon 58,204,141 shares of common stock outstanding as of March 24, 2011 and the offering of                  shares of common stock pursuant to this offering and excludes:

•

6,291,666 shares of common stock issuable upon the exercise of stock options outstanding at March 24, 2011 under our 2006 Stock Option and Restricted Stock Plan (the "2006 Plan"), 2007 Omnibus Incentive Plan (the "2007 Plan") and 2011 Equity Incentive Plan (the "2011 Plan") at a weighted average exercise price of $0.75 per share;

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•

3,000 shares of common stock reserved for future issuance under our 2006 Plan;



•

155,334 shares of common stock reserved for future issuance under our 2007 Plan;



•

Up to 2,600,000 shares of common stock reserved for future issuance under our 2011 Plan (the 2011 Plan authorizes us to issue the greater of (A) 1,000,000 shares of common stock or (B) the number of shares of common stock, up to a maximum of 3,000,000 shares, that when added together with the number of shares authorized under the 2006 Plan and 2007 Plan equals 10% of our total issued and outstanding shares of common stock. As of March 24, 2011, 1,000,000 shares are authorized under the 2011 Plan and stock options to purchase 400,000 shares of common stock have been issued under the 2011 Plan leaving 600,000 reserved for future issuance.);



•

3,051,744 shares of common stock underlying outstanding warrants;



•

Up to 4,262,541 shares of common stock underlying future warrants that the Company is obligated to issue as is necessary for the holder of the warrants described above to own, upon exercise of its warrants, 5% of the outstanding common stock of the Company, calculated on a partially diluted basis, of which the Company expects to issue a warrant to purchase                  shares of common stock as a result of this offering;



•

shares of common stock underlying warrants that the Company will issue to the underwriters in connection with this offering; and



•

shares of common stock issuable pursuant to the underwriters' over-allotment option.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table shows our summary consolidated statements of operations, balance sheets and other financial and operating data as of, and for each of the years ended, December 31, 2010, 2009, 2008, 2007 and 2006. The summary financial and operating data set forth below are derived from our audited consolidated financial statements prepared in accordance with United States generally accepted accounting principles ("GAAP"). Our historical results are not necessarily indicative of our results for any future period.

        The following summary historical consolidated financial and other data should be read in conjunction with, and are qualified in their entirety by reference to, the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

Summary Annual Financial Information (audited)
(In thousands except for per share amounts)

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this prospectus, before making an investment decision. If any of the risks described below occurs, our business and financial condition would suffer. As a result, the trading price of our common stock could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and operations.

Risks Related to Our Business

         We have a limited operating history as an uranium exploration and mining company, and our business and prospects should be considered in light of the risks and difficulties typically encountered by a company with a limited operating history.

        We have had no revenue generating operations since our incorporation in 2005 and our operating cash flow needs have been financed solely through offerings of our common stock or other securities and debt. As a result, we have limited historical financial and operating information relating to our ability to generate revenue in the future available to help you evaluate our performance or an investment in our common stock.

        All of our properties are in the exploration stage and require the capital to be obtained from this offering in order to continue with the implementation of our business plan. Until the commencement of operations, we will not generate any operating revenues. We expect to continue to incur operating deficits as we implement our business plan.

        Our estimates of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses operating under similar business conditions and plans. We believe that our estimates are reasonable, but, until our operations have been established, it is not possible to determine the accuracy of such estimates. We have not had any direct operating experience and therefore have no basis for our projections, other than the experience of other similar businesses from which limited financial histories are available. As a result, there is no assurance that we will be able to generate profits from operations.

         We may not be able to implement our business plan.

        Our business plan requires substantial capital in order to succeed. We will require capital to complete our exploration efforts and substantial additional capital for mine and mill development. We presently do not have sufficient working capital to pursue our business plan through the various exploration efforts described in this prospectus. In formulating our business plan, we have relied on the judgment of our officers and their experience in the industry. There can be no assurance that we will be able to obtain sufficient financing or implement the business plan we have devised. Further, even with sufficient financing, there can be no assurance that we will be able to expand on a regional or national basis or operate our business on a profitable basis. Our plans are based upon the assumptions that we will identify commercially viable uranium deposits, that the demand for uranium will continue for prolonged periods, that the proceeds of this offering will be applied efficiently and that the risks described in this prospectus will be dealt with successfully. There can be no assurance that such plans will be realized or that any of the assumptions will prove to be correct.

         All of our mineral properties are in the exploration stage and we have not yet identified, and may never identify, commercially viable mineral deposits that would generate revenues.

        We are considered an exploration stage company and will continue to be until we identify commercially viable reserves on our properties and develop our properties. We have no uranium

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producing properties and have never generated any revenue from our operations. All our mineral properties are in the exploration stage and do not contain any known reserves in accordance with the definitions adopted by the SEC and we have not confirmed that a commercially viable mineral deposit exists on any of our properties and we may never discover uranium in commercially exploitable quantities. Because the probability of an individual prospect having reserves is uncertain, our properties may not contain any reserves, and any funds spent on exploration may be lost. Further exploration will be required before a final evaluation as to the economic and legal feasibility. There is no guarantee that we will be able to identify commercially viable mineral deposits on any of our current or future acquired mineral properties or that if commercially viable mineral deposits are identified, that we will be able to extract deposits profitably. While discovery of commercially viable mineral deposits may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. If we are not able to identify commercially viable mineral deposits or profitably extract mineral from such deposits, our business would be materially adversely affected and our investors could lose all or a substantial portion of their investment.

         Our mineral properties may be subject to defects in title and we are at risk of loss of ownership.

        Our mineral properties consist of private mineral rights, leases covering state and private lands, leases of patented mining claims, and unpatented mining claims. Many of our mining properties are unpatented mining claims to which we have only possessory title. The validity of unpatented mining claims is often uncertain and such validity is always subject to contest. Unpatented mining claims are generally considered subject to greater title risk than patented mining claims or other real property interests that are owned in fee simple. Because unpatented mining claims are self-initiated and self-maintained, they possess some unique vulnerabilities not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims from public real property records, and therefore it can be difficult or impossible to confirm that all of the requisite steps have been followed for location, perfection and maintenance of an unpatented mining claim. The present status of our unpatented mining claims located on public lands allows us the exclusive right to mine and remove locatable minerals, such as uranium. We also are allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the public land remains with the federal government. We remain at risk that the mining claims may be lost either to the federal government or to rival private claimants due to failure to comply with statutory requirements. In addition, we may not have, or may not be able to obtain, all necessary surface rights to develop a property.

        We cannot guarantee that title to properties leased by us will not be challenged. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained secure title to individual mineral properties or mining claims may be severely constrained. Our mineral properties may be subject to prior unrecorded agreements, transfers or claims, and title may be affected by, among other things, conflictual title rights and undetected defects. While we believe that the lessor of our Juan Tafoya property has valid title, our title searches have revealed conflictual title rights to portions of such property. We may incur significant costs related to defending the title to our properties. A successful claim contesting our title to a property may cause us to compensate other persons or perhaps reduce our interest in the affected property or lose our rights to explore and develop that property. This could result in us not being compensated for our prior expenditures relating to the property.

         We will be subject to operating hazards and risks which may result in personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.

        Mineral exploration involves many hazards and risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations are subject to the

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hazards and risks normally incidental to exploration and, if applicable, development and production, of metals, including, but not limited, to environmental hazards, flooding, fire, periodic or seasonal hazardous climate and weather conditions, unexpected rock formations, industrial accidents and metallurgical and other processing problems. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties; personal injury; environmental damage; work stoppages; delays in mining; increased production costs; monetary losses; and possible legal liability. We may become subject to liability which we cannot insure against or which we may elect not to insure due to high premium costs or other reasons. Where considered practical to do so we maintain insurance against risks in the operation of our business in amounts which we believe to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. We cannot provide any assurance that such insurance will continue to be available, will be available at economically acceptable premiums or will be adequate to cover any resulting liability. In some cases, coverage is not available or considered too expensive relative to the perceived risk. The potential costs which could be associated with any liabilities not covered by insurance, or in excess of insurance coverage, could have a material adverse effect upon our financial condition.

         We have a history of losses, deficits and negative operating cash flows and will likely continue to incur losses in the future. Such losses may impair our ability to pursue our business plan.

        We have incurred losses and negative operating cash flows since our inception in 2005 and expect to continue to incur operating losses and negative cash flows from operations for the foreseeable future. We have made, and will continue to make, substantial capital and other expenditures before we will have sufficient operating income and cash flow to recover our investments. We are not able to accurately estimate when, if ever, our operating income will be sufficient to cover these investments. Further, we may not achieve or maintain profitability or generate cash from operations in future periods. We have been dependent on sales of our equity securities and debt financing to meet our cash requirements and such financing may not continue to be available. We have incurred losses totaling approximately $36,834,600 from our inception on March 25, 2005 to December 31, 2010. As of December 31, 2010, we had total stockholders' equity of $1,390,817. We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.

         We have substantial capital requirements and do not have operating income. As a result, we have been and continue to be dependent on sales of our equity securities and debt financing to fund our operating costs.

        Our current plans require us to make significant capital expenditures for the exploration and potential development of our minerals exploration properties. Based upon our historical losses from operations and projected future expenditures, we require substantial additional financing in order to pursue our business plan. We have funded our operations through the issuance of equity and short term debt financing arrangements and we may not be able to continue to obtain all of the financing we require. If we cannot obtain additional funds through equity or debt financings or otherwise, our ability to execute our plans and achieve production levels will be greatly limited. Depending on our future operations, the market for uranium and the conditions of the equity capital and debt markets, we may not be able to continue to raise additional equity capital or borrow money on terms acceptable to us or at all. A lack of adequate financing may adversely affect our ability to pursue our business strategy, respond to changing business and economic conditions and competitive pressures, absorb negative operating results and fund our continuing operations, capital expenditures or increased working capital requirements. If we are not able to secure financing, we may be forced to change our business plans or our business may fail.

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         Our level of indebtedness may make it more difficult for us to pay our debts as they become due.

        Our aggregate principal indebtedness under our senior credit facility was approximately $24,000,000 as of December 31, 2010. This entire amount, including accrued interest, matures and becomes due and payable in full on June 30, 2011. Our ability to repay this debt depends on our ability to raise sufficient capital through the sale of our equity securities or to refinance such indebtedness. If we are unable to generate sufficient funds from the sale of our securities or are unable to refinance or restructure our indebtedness prior to maturity, we will be in default, which could require us to pursue a restructuring of our indebtedness or file for protection under the U.S. Bankruptcy Code. Additionally, the obligation to repay this debt restricts our ability to use the proceeds of the sale of our securities for other purposes, including for operations.

         Our acquisition activities may not be successful.

        As part of our growth strategy, we may acquire additional uranium exploration properties. Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not contain commercially viable uranium deposits. Furthermore, in some cases, the failure to develop such prospects within specified time periods may cause the forfeiture of the lease in that prospect. Further, acquisitions could disrupt ongoing business operations and exploration activities or use capital that could be used in more productive activities. If any of these events occur, it would have a material adverse effect upon our business.

         We may not be able to compete effectively in the market for uranium.

        We operate in a highly competitive industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking uranium exploration properties throughout the world together with the equipment, labor and materials required to exploit such properties. The principal area of competition is encountered in the financial ability to acquire prime minerals properties and then exploit such properties. Competition for the acquisition of uranium exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information, financial resources or expertise available to other bidders. Many of our competitors have financial resources, staff and facilities substantially greater than ours and our limited resources may put us at a disadvantage in bidding for uranium exploration properties. Further, we may not be able to secure financing for acquisitions on terms satisfactory to us or at all. Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. Furthermore, we have not commenced mining operations and therefore do not have experience in mining or milling commercial amounts of uranium. Our actual costs of production may exceed those of our competitors.

         We rely on key personnel and if we are unable to retain or attract qualified personnel, we may not be able to execute our business plan.

        We are highly dependent on the services of Messrs. Kelsey L. Boltz, our Executive Chairman, Gary C. Huber, our President and Chief Executive Officer, and Edward M. Topham, our Chief Financial Officer. The loss of the services of these individuals could harm our business. We do not have key man life insurance on any of these individuals and may not have the financial resources to hire a replacement if we were to lose any of our officers. Our future success also depends on our ability to attract, train, retain and motivate other highly qualified technical and managerial personnel. Competition for such personnel is intense and we may not be able to attract, train, retain or motivate such persons in the future.

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         Some of our officers and directors do not have technical training or experience in the acquisition and exploration of uranium properties and we may have to hire qualified personnel.

        Some of our officers and directors have experience with the acquisition, exploration and development of uranium properties but others do not. Therefore, we may have to hire qualified persons to perform surveying, exploration and, if we find commercially exploitable reserves of uranium, development of our properties. There can be no assurance that we will have available to us the necessary expertise to explore and develop our uranium properties. Some of our officers and directors have no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. As a result, their decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use, and our exploration activities, earnings and ultimate financial success could suffer irreparable harm due to certain of management's decisions.

         Our directors and executive management beneficially own a significant interest in us in the aggregate and can exercise significant influence over us.

        Our directors and executive officers beneficially own 19.23% of our issued and outstanding shares of common stock (including shares subject to options held by such individuals that are exercisable within 60 days). These stockholders may, if they act together, exercise significant influence over all matters requiring stockholder approval, including the election of directors and the determination of significant corporate actions, as well as control our management, policies and operations. This concentration of ownership could depress our stock price or value or delay or prevent a change in control that could otherwise be beneficial to our stockholders.

         Our directors may be subject to conflicts of interest.

        All of our directors, except for Gary C. Huber, our President and Chief Executive Officer, serve only part time and may be subject to conflicts of interest. Each may devote part of his or her working time to other business endeavors, including consulting relationships with other business entities, and may have responsibilities to these other entities. Such conflicts may include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships, our directors may be subject to conflicts of interest.

Risks Related to Our Industry

         The profitable mining of uranium is subject to conditions and events beyond our control, which could result in higher operating expenses and/or decreased production and sales and adversely affect our operating results and cash flows.

        The business of minerals exploration is subject to many risks and uncertainties, including those described in this section. The potential profitability of mining uranium properties, if commercially viable deposits of uranium are found, is dependent upon many factors and risks beyond our control, including, but not limited to:

•

unanticipated ground and water conditions and adverse claims to water rights and to land;



•

assertions that water rights have not been perfected by the application of water to beneficial use or have been intentionally abandoned;



•

geological problems;



•

metallurgical and other processing problems;



•

the occurrence of unusual weather or operating conditions and other force majeure events;

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lower than expected ore grades;



•

accidents;



•

delays in the receipt of or failure to receive necessary government permits;



•

delays in transportation;



•

labor disputes;



•

government permit restrictions and regulation restrictions;



•

unavailability of materials and equipment; and



•

the failure of equipment or processes to operate in accordance with specifications or expectations.

        The occurrence of any of these conditions or events in the future may adversely affect our ability to profitably mine uranium, which would adversely affect our operating results and cash flow. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances.

         Our future profitability and ability to raise capital will be dependent on uranium prices.

        Because a significant portion of our anticipated revenues are expected to be derived from the sale of uranium, our net earnings, if any, can be affected by the long and short-term market price of uranium. Uranium prices are subject to wide fluctuation. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, accidents at nuclear power facilities, worldwide political and economic conditions, uranium supply from secondary sources, legislation, uranium production levels and costs of production.

         Future price of uranium may be impacted by secondary sources of supply.

        Uranium is supplied from primary production (the mining of uranium ores) and secondary sources such as the drawdown of excess inventories and uranium made available from decommissioning of nuclear weapons, re-enriched depleted uranium tails, and used reactor fuel that has been reprocessed. The price of uranium may be adversely affected by secondary sources of supply being introduced into the market.

         The only significant market for uranium is nuclear power plants worldwide, and there are only a few customers.

        Uranium producers are dependent on a small number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly-produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.

         The price of alternative energy sources affects the demand for and price of uranium.

        The attractiveness of uranium as an alternative fuel to generate electricity is to some degree dependent on the prices of oil, gas, coal and hydro-electricity and the possibility of developing other low cost sources for energy. If the price of alternative energy sources decreases or new low-cost alternative energy sources are developed, the demand for uranium could decrease, which may result in the decrease in the price of uranium.

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         Public acceptance of nuclear energy is uncertain.

        Maintaining the demand for uranium at current levels and future growth in demand will depend upon acceptance of nuclear technology as a means of generating electricity. Incidents involving nuclear energy production, such as overheating reactors, radiation leaks and reactor melt-downs, can cause a significant decrease in public acceptance of nuclear technology and uranium prices. Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and likely increase the regulation of the nuclear power industry.

         Government regulation of uranium mining and processing may adversely affect our ability to commence and expand our operations.

        Exploration, mining and processing operations are subject to federal, state, and local laws relating to prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, including the removal of natural resources from the ground and the discharge of materials into the environment, protection of endangered and protected species, protection of cultural properties, mine safety, toxic substances and other matters. Uranium mining operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, state, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus resulting in an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date, we have not been required to spend material amounts on compliance with environmental regulations because our exploration activities to date have been minimal. As we continue to proceed with our exploration activities, and if we move into development and production, however, we will be required to spend material amounts on compliance with environmental regulations in the future and this may affect our ability to commence or maintain our operations. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.

         Compliance with environmental laws and regulations may increase our costs and reduce our revenues.

        Uranium exploration and development and future potential uranium mining and processing operations are or will likely be subject to stringent federal, state and local laws and regulations relating to improving or maintaining environmental quality. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements, and the issuance of orders enjoining future operations. Certain environmental statutes impose strict, joint and several liabilities for costs required to clean up and restore sites where hazardous substances have been disposed or otherwise released. Environmental laws also may impose liability with respect to divested or terminated operations, even if the operations were terminated or divested of many years ago. In addition, certain types of operations require the preparation of environmental assessments and environmental impact statements in conjunction with governmental decision-making. Compliance with environmental laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities. Further, environmental legislation is evolving in a manner which means stricter standards and enforcement, and more stringent fines and penalties for non-compliance. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations for certain activities. These

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laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect our results of operations and business, or may cause material changes or delays in our intended activities. Costs associated with environmental liabilities and compliance are expected to increase with the increasing scale and scope of our current and planned future activities. We expect these costs may increase in the future. We are not fully insured at the current date against possible environmental risks.

         Future changes in the law may adversely affect our ability to profitably extract uranium deposits.

        The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter our ability to carry on our business. We cannot predict what legislation, regulation or policy will be enacted or adopted in the future or how future laws or regulations will be administered or interpreted. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us and our ability to operate.

        Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the Mining Law of 1872. Several proposals would, if enacted, impose a royalty payable to the U.S. Government on existing and future production of minerals from unpatented mining claims in the United States. If enacted, such legislation could change the cost of holding and conducting operations on unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. Such bills have also proposed, among other things, to either eliminate or greatly limit the right to a mineral patent. Enactment of any of such bills could adversely affect the potential for development of such mining claims and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our financial performance.

        Members of the State of New Mexico legislature have repeatedly introduced bills which would impose strict liability on landowners and operators, including successor liability, for environmental contamination resulting from uranium mining activities. If enacted, such legislation could greatly affect our ability to secure mining properties and we may be responsible for all or part of the costs to clean up contaminated facilities or properties.

         We may not be able to obtain all permits and licenses necessary to operate and expand our business.

        Various permits and licenses from government bodies are required for exploration, mining and processing operations to be conducted. There can be no assurance that we will be able to obtain or maintain all necessary permits and licenses that may be required to continue the exploration of our properties or to commence development, construction or operation of mining and processing facilities at such properties on terms which enable operations to be conducted at economically justifiable costs. The failure to obtain necessary permits and licenses would impair our ability to pursue our business plan. For example, an NRC license is required to build and operate a mill. In order to obtain such a license, we must demonstrate that we can deed a fee interest in the relevant property to the NRC. However, we hold only a leasehold interest on a significant portion of our mineral properties without the right to purchase such properties. There is no guarantee that we will be able to obtain a fee interest in such properties and therefore we may not be able to obtain the required licensing to build and operate a mill if commercially viable mineral deposits are identified.

        Various permits and licenses from federal, state and local government bodies are required for exploration, mining and milling operations to be conducted. Certain governmental agencies may have

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limited personnel with experience permitting uranium exploration, mining and milling operations, which may result in delays in issuing the permits required for the Company to conduct its operations.

        Energy and mineral development on Native American lands or activities otherwise deemed to be located within areas known as Indian country, may be subject to principles of Indian law or tribal law. The legal environment in Indian country can be materially different with respect to law and regulations relating to how development rights must be acquired and the legal standards applicable to performance under agreements. For example, by Resolution dated April 21, 2005, the Navajo Nation Council adopted the Diné Natural Resources Protection Act of 2005 which provides, in summary, that "no person shall engage in uranium mining and uranium processing on any sites within Navajo Indian Country." Generally speaking, primary jurisdiction over land that is Indian country rests with the Federal government and the Indian tribe inhabiting it and not with the States. Application of Indian law or tribal law may result in significantly longer permitting processes, unique approval requirements and restrictions involving the use of Native American lands.

Risks Related to Our Common Stock

         There has been no prior public market for our common stock and an active market may not develop or be maintained, which could limit your ability to sell our common stock. Even if a market does develop, the stock prices in the market may not exceed the offering price.

        Prior to this initial public offering, there has not been a public market for our common stock. Although we are applying for listing on                   and the Toronto Stock Exchange ("TSX"), an active public market for shares of our common stock may not develop or continue. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on                  , TSX or otherwise, or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling shares of common stock that you buy.

        The initial public offering price will be determined by negotiations between us and the underwriters and may not be representative of the market price at which our common stock will trade after this offering. In particular, we cannot assure you that you will be able to resell our common stock at or above the initial public offering price.

         The market price and volume of our common stock may be volatile, which could cause the value of your investment to decline.

        The market price and volume of our common stock may fluctuate as a result of our performance or events pertaining to the industry as well as factors unrelated to us or our industry. Many of these factors are outside of our control. Fluctuations in the market price of our common stock may be caused a number of factors, including (i) disappointing results from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) a decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) a lack of funding generated for operations; (vii) investor perception of our industry or our prospects; (viii) general economic trends; (ix) the market for uranium; (x) the demand for nuclear energy; (xi) governmental regulation that may materially adversely affect the attractiveness of nuclear energy; (xii) public acceptance of nuclear energy; and (xiii) other factors described in this prospectus. Variations in any of these factors could cause significant fluctuations in the market price of our common stock. In recent years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.

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         If securities or industry analysts do not publish research or reports about us, our business or our market, or if they adversely change their recommendations regarding our common stock, our common stock price and trading volume could decline.

        The trading market for our common stock is influenced by the research and reports that industry and securities analysts publish about us, our business and our market. If one or more of the analysts who cover us change their recommendation regarding our common stock adversely, our common stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline.

         A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

        A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Because our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

         The issuance of additional securities could adversely affect the rights of our stock holders

        Our articles of incorporation authorize the issuance of 200,000,000 shares of common stock. We are also authorized to issue 10,000,000 shares of preferred stock. Our Board of Directors has the authority to issue additional shares of our capital stock without stockholder approval to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. Our preferred stock is blank check in that our Board of Directors can set the terms and conditions of the preferred stock without stockholder approval. The issuance by us of additional equity securities of equal or senior rank to our common stock may have the following effects: decrease our stockholders' proportionate ownership interest in us, diminish the relative voting strength of each previously issued and outstanding share of common stock or cause the market price of our common stock to decline. In addition, an issuance of additional stock could have a negative impact on the trading price of our shares of common stock.

         The issuance of additional securities, including common stock pursuant to options and warrants, would dilute the interest of stockholders

        We have authorized an aggregate of between 7,300,000 and 9,300,000 shares of common stock under our 2006 Plan, 2007 Plan and 2011 Plan. As of March 24, 2011, we have granted (i) options to purchase an aggregate 6,291,666 shares of our common stock that are currently outstanding, and (ii) 250,000 shares of common stock as unrestricted stock awards under our 2006 Plan, 2007 Plan and 2011 Plan. We have outstanding warrants to purchase 3,051,744 shares of common stock and are obligated to issue such additional warrants as is necessary for the warrant holder to own 5%, calculated on a partially diluted basis, of our issued and outstanding common stock, up to a maximum of 4,262,541 additional shares, of which we expect to issue an additional warrant to purchase approximately                  shares of our common stock as a result of this offering. We also expect to issue warrants to the underwriters to purchase an aggregate of                  shares of our common stock in connection with this offering. Furthermore, our management's plans to finance our exploration and development costs and acquisition activities include financing through future sales of our equity or debt

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securities. To the extent that we issue any additional securities or outstanding stock options and warrants are exercised, dilution to the interests of our stockholders would occur.

         Purchasers in this offering will experience immediate and substantial dilution in net tangible book value per share of common stock.

        The initial public offering price per share of common stock is expected to be substantially higher than the net tangible book value per share of our outstanding common stock. Purchasers of shares of common stock in this offering will experience immediate dilution in the net tangible book value of their shares. Based on an assumed initial public offering price of $                  per share, dilution per share in this offering will be $                  per share (or                  % of the initial public offering price). See the section of this prospectus entitled "Dilution" for additional information.

         You may lose your entire investment in our shares.

        An investment in our common stock is highly speculative and may result in the loss of your entire investment. Only investors who are experienced investors in high risk investments and who can afford to lose their entire investment should consider an investment in us.

         We have not paid cash dividends on our common stock and do not anticipate paying any dividends on our common stock in the foreseeable future.

        We anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business. Accordingly, we do not intend to declare or pay any cash dividends on our common stock in the foreseeable future. Payment of any future dividends will be at the discretion of our Board of Directors after taking into account many factors, including our financial conditions, current and anticipated cash needs and plans for exploration and development of our uranium properties.

         The Financial Industry Regulatory Authority, or FINRA, sales practice requirements may limit a stockholder's ability to buy and sell our stock.

        The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

         Gain recognized by non-U.S. stockholders on the sale or other disposition of shares of our common stock may be subject to U.S. federal income tax.

        We believe that we are currently a "U.S. real property holding corporation" under section 897(c) of the Internal Revenue Code ("USRPHC") and there is a substantial likelihood that we will continue to be a USRPHC. Generally, gain recognized by a non-U.S. holder on the sale or other disposition of our common stock will be subject to U.S. federal income tax on a net income basis at normal graduated U.S. federal income tax rates if we are a USRPHC at any time during the 5-year period ending on the date of the sale or disposition of the common stock (or the non-US holder's holding period for the common stock if shorter). Under an exception to these USRPHC rules, if the common stock is "regularly traded" on an "established securities market," the common stock will not be treated

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as a USRPHC. This exception is not available, however, to a non-U.S. holder that held or was deemed to hold, directly or under certain constructive ownership rules, more than 5% of the common stock at any time during the 5-year period ending on the date of the sale or other disposition (or the non-U.S. holder's holding period of the common stock if shorter).

         We will incur increased costs as a result of being a publicly-traded company.

        We have no history of operating as a publicly-traded company. As a publicly-traded company, we will incur significant legal, accounting and other expenses that we would not incur as a private company. We will become subject to the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the SEC,                  and TSX, which will increase our legal and financial compliance costs and require us to devote additional management time and resources to these compliance matters. For example, as a result of becoming a publicly-traded company, we will be required to have at least three independent directors, create additional board committees and adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal control over financial reporting. In addition, we will incur additional costs associated with our publicly-traded company reporting requirements.

         We will not be fully subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until the end of 2012. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud and, as a result, our business could be harmed and current and potential stockholders could lose confidence in us, which could cause our stock price to fall.

        We will be required to document our system and process evaluation and testing (and any necessary remediation) to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which we expect will first apply to us for our fiscal year ended December 31, 2012. As a result, we expect to incur substantial additional expenses and diversion of management's time. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to accurately report our financial results or prevent fraud and might be subject to sanctions or investigation by regulatory authorities, such as the SEC,                   or TSX. Any such action could harm our business or investors' confidence in us, and could cause our stock price to fall.

         Certain regulations and legislation associated with being a publicly-traded company, including the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract officers and directors.

        We may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the recent and currently proposed changes in the rules and regulations which govern publicly-held companies. The Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increased responsibilities and liabilities of directors and executive officers. The increased personal risk associated with these changes may deter qualified individuals from accepting these roles. As a public company, we expect that it will be more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We will incur significant incremental costs per year associated with being a publicly-traded company.

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         Provisions in our Articles of Incorporation, Bylaws and Nevada law may make it more difficult to effect a change in control, which could adversely affect the price of our common stock.

        Provisions of our Articles of Incorporation, Bylaws and Nevada law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. We may issue shares of preferred stock in the future without stockholder approval and upon such terms as our Board of Directors may determine. Our issuance of this preferred stock could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring a majority of our outstanding stock and potentially prevent the payment of a premium to stockholders in an acquisition.

        Furthermore, our Bylaws include provisions that exclude stockholders from parties entitled to call special meetings, give the Board of Directors the exclusive right to fill all Board of Director vacancies, and require advance notice of stockholder proposals and specific information regarding director nominees. These provisions could discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, and may limit the price that investors are willing to pay in the future for shares of our common stock.

        We are also subject to Title 7, Chapter 78 of the Nevada Revised Statutes (the "Nevada Corporations Act") that, subject to certain exceptions, prohibits business combinations with persons owning 10% or more of the voting shares of a corporation's outstanding stock for three years following the date that person became an interested stockholder, unless the combination is approved by the Board of Directors prior to the person owning 10% or more of the stock and after the expiration of the three year period, any such business combination would be subject to special stockholder approval requirements or various fair price criteria. This provision could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company or may otherwise discourage a potential acquirer from attempting to obtain control from us, which in turn could have a material adverse effect on the market price of our common stock.

         Nevada law and our Articles of Incorporation and Bylaws may protect our directors from certain types of lawsuits.

        Nevada law and our Articles of Incorporation provide that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws generally provide for indemnification of directors, officers, employees, agents and certain other individuals against all damages incurred in connection with our business to the fullest extent permitted by law. While we currently maintain director and officer liability insurance, such insurance contains exclusions and limitations on coverage and we may be required to use our limited assets to defend or indemnify such individuals on any amounts that fall outside of such insurance coverage.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        In addition to historical information, this prospectus contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements convey our current expectations or forecasts of future events. Forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. Any forward-looking statements are based on our current expectations and projections about future events and are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements. In some cases, you can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "seek," "should," "will" and "would" or other similar words and the negatives of such terms. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future business plans or of our financial position or state other forward-looking information. We note in particular, that estimations of mineralization are subject to change and notwithstanding historical data or drill results, there can be no assurance that commercially viable deposits may be located.

        Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The risks described under "Risk Factors," as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this prospectus could have a material adverse effect on our business and financial position. We do not intend to update any of the forward-looking statements after the date of this prospectus or to conform these statements to actual results.

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USE OF PROCEEDS

        We estimate that our net proceeds (after deducting underwriting discounts, commissions and fees payable to the underwriters and advisors, and our estimated offering expenses) from this offering will be $                   million ($                   million if the underwriters exercise their over-allotment option in full), based upon an assumed initial public offering price of $                  per share, which is the mid-point of the offering range indicated on the cover of this prospectus. See the "Underwriting and Plan of Distribution" section contained elsewhere in this prospectus for more information on our estimated proceeds.

        We intend to use the net proceeds (i) to discharge our senior indebtedness of approximately $25,760,000; (ii) to finance our exploration and permitting activities, design and engineering activities and feasibility studies; and (iii) for general corporate purposes, including the possible acquisition of additional properties thought to contain uranium mineralization, as follows:

        Until we use the net proceeds as described above, we intend to invest the net proceeds in short-term securities.

        Our senior debt has an interest rate equal to the London Interbank Offered Rate ("LIBOR") plus 7%, which is accrued as part of the principal balance on a quarterly basis, and matures on June 30, 2011. We expect that our senior debt will be discharged in its entirety in connection with this offering. For a more detailed discussion of our senior debt, including the use of proceeds of such indebtedness,

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see the subsection of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Material Commitments—Senior Debt Credit Facility."

        The foregoing represents our best estimate of our allocations of the proceeds of this offering based on our present plans and business conditions. However, there can be no assurances that unforeseen events or changes in business conditions will not result in the application of proceeds of this offering in a manner other than is described in this prospectus. Any such reallocation of the net proceeds of the offering would be substantially limited to the categories set forth above. We believe we will have sufficient working capital for a minimum of 12 months following the date of this offering.

DIVIDEND POLICY

        We have never declared or paid cash dividends on our common stock, and we do not anticipate that we will pay cash dividends on our common stock in the foreseeable future. Future declaration and payment of dividends, if any, on our common stock will be determined by our Board of Directors in light of factors the Board of Directors deems relevant, including our operations, capital requirements and financial condition and restrictions in any future financing agreements.

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CAPITALIZATION

        The following table sets forth our: (i) cash and cash equivalents; (ii) restricted cash and marketable securities; (iii) total assets; (iv) total liabilities; (v) components of stockholders' equity; (vi) total capitalization; and (vi) outstanding shares of common stock as of December 31, 2010, as follows:

•

on an actual basis; and



•

on a pro forma as adjusted basis to reflect the sale by us of                  shares of common stock in this offering, based on an assumed initial public offering price of $                  per share, which is the midpoint of the range shown on the cover of this prospectus, and after deduction of estimated underwriting discounts, commissions and advisory fees and estimated offering expenses payable by us.

        You should read this table together with the sections of this prospectus entitled "Use of Proceeds," as well as our consolidated financial statements and related notes and the other financial information appearing elsewhere in this prospectus.

        The outstanding share information set forth above as of December 31, 2010, excludes:

•

5,491,666 shares of common stock issuable upon the exercise of stock options outstanding as of December 31, 2010 under our 2006 Plan and 2007 Plan at a weighted average exercise price of $0.71 per share;



•

3,000 shares of common stock reserved for future issuance under our 2006 Plan as of December 31, 2010;

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•

555,334 shares of common stock reserved for future issuance under our 2007 Plan as of December 31, 2010;



•

Up to 3,000,000 shares of common stock reserved for future issuance under our 2011 Plan (the 2011 Plan authorizes us to issue the greater of (A) 1,000,000 shares of common stock or (B) the number of shares of common stock, up to a maximum of 3,000,000 shares, that when added together with the number of shares authorized under the 2006 Plan and 2007 Plan equals 10% of our total issued and outstanding shares of common stock. No shares of common stock were authorized or issued under the 2011 Plan as of December 31, 2010);



•

3,051,744 shares of common stock underlying outstanding warrants as of December 31, 2010;



•

Up to 4,262,541 shares of common stock underlying future warrants that the Company is obligated to issue as is necessary for the holder of the warrants described above to own, upon exercise of its warrants, 5% of the outstanding common stock of the Company, calculated on a partially diluted basis, of which the Company expects to issue a warrant to purchase                  shares of common stock as a result of this offering;



•

shares of common stock underlying warrants that the Company will issue to the underwriters in connection with this offering; and



•

shares of common stock issuable pursuant to the underwriters' over-allotment option.

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DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding at December 31, 2010.

        Our historical net tangible book value at December 31, 2010 was $827,558, or $.01 per share. After giving effect to the sale of our common stock in this offering at an assumed initial public offering price of $                  per share, which is the mid-point of the offering range indicated on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted net tangible book value at December 31, 2010 would have been $                   million or $                  per share. This represents an immediate increase in net tangible book value per share of $                  to existing stockholders and dilution in net tangible book value per share of $                  to new investors who purchase shares in the offering. The following table illustrates this per share dilution to new investors:

        The following table sets forth, on the as adjusted basis described above, at December 31, 2010, the difference between the number of shares of common stock purchased from us, the total consideration paid, and the average price per share paid by the existing stockholders and by investors purchasing shares in this offering, before deducting estimated underwriting discounts and commissions and estimated offering expenses.

        The discussions and tables above are based on the number of shares of common stock outstanding at December 31, 2010. The outstanding share information set forth above excludes:

•

5,491,666 shares of common stock issuable upon the exercise of stock options outstanding as of December 31, 2010 under our 2006 Plan and 2007 Plan at a weighted average exercise price of $0.71 per share;



•

3,000 shares of common stock reserved for future issuance under our 2006 Plan as of December 31, 2010;



•

555,334 shares of common stock reserved for future issuance under our 2007 Plan as of December 31, 2010;



•

Up to 3,000,000 shares of common stock reserved for future issuance under our 2011 Plan (the 2011 Plan authorizes us to issue the greater of (A) 1,000,000 shares of common stock or (B) the number of shares of common stock, up to a maximum of 3,000,000 shares, that when added together with the number of shares authorized under the 2006 Plan and 2007 Plan equals 10%

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of our total issued and outstanding shares of common stock. No shares of common stock were authorized or issued under the 2011 Plan as of December 31, 2010);

•

3,051,744 shares of common stock underlying outstanding warrants as of December 31, 2010;



•

Up to 4,262,541 shares of common stock underlying future warrants that the Company is obligated to issue as is necessary for the holder of the warrants described above to own, upon exercise of its warrants, 5% of the outstanding common stock of the Company, calculated on a partially diluted basis, of which the Company expects to issue a warrant to purchase                  shares of common stock as a result of this offering;



•

shares of common stock underlying warrants that the Company will issue to the underwriters in connection with this offering; and



•

shares of common stock issuable pursuant to the underwriters' over-allotment option.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table shows our selected consolidated statements of operations, balance sheets and other financial and operating data as of, and for each of the years ended, December 31, 2010, 2009, 2008, 2007 and 2006. The selected financial and operating data set forth below are derived from our audited consolidated financial statements prepared in accordance with GAAP. Our historical results are not necessarily indicative of our results for any future period.

        The following selected historical consolidated financial and other data should be read in conjunction with, and are qualified in their entirety by reference to, the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

Selected Annual Financial Information (audited)
(In thousands except for per share amounts)

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        You should read the following discussion and analysis together with our consolidated financial statements for the three years ended December 31, 2010 and related notes thereto, which have been prepared in accordance with GAAP. This discussion and analysis contains forward-looking statements that are subject to risks, uncertainties and assumptions, including those discussed under the section of this prospectus entitled "Risk Factors." See the section of this prospectus entitled "Special Note Regarding Forward-Looking Statements" for information about such statements. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.

Overview

        We are a natural resource company engaged in the acquisition, exploration and development of uranium properties in the United States. Our strategy is to acquire properties that (i) have undergone some degree of historical uranium exploration and on which uranium mineralized material, but not reserves, have been located, and (ii) are located in mineralized districts that have undergone some degree of historical uranium exploration and are thought to be prospective for further uranium exploration, but on which no uranium mineralized material has been located. We have acquired interests in leased properties and unpatented mining claims in New Mexico, South Dakota and Wyoming.

        We hold interests in the following mineral properties:

        We also hold residual mineral interests that we received in the disposition of properties in Arizona and South Dakota. These residual interests were received in consideration of the sale of our ownership interests in the properties and are primarily comprised of a royalty interest, a net proceeds interest and our ability to convert the royalty interest into a working interest in the properties.

        We are an exploration stage company. All of our projects are at the exploration stage and there can be no assurance that a commercially viable mineral deposit, or reserve, exists on any of our properties until appropriate exploratory work is done and a comprehensive evaluation based on such work concludes legal and economic feasibility. Further exploration beyond the scope of our planned exploration activities will be required before a final evaluation as to the economic and legal feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties. We anticipate that we will require additional financing in order to pursue full exploration and development of our properties. We do not have sufficient financing to undertake full exploration and development of our mineral properties at present and there is no assurance that we will be able to obtain the necessary financing.

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        Our plan of operation is to: (i) commence confirmation drilling programs, pursuant to three exploration permits we have received, to confirm the historical exploration and development data in our possession on our Cibola Project and Ambrosia Lake Project; (ii) conduct feasibility studies, undertake initial mine and mill design and complete the collection of environmental baseline data necessary for the NRC mill permit application and New Mexico state mine permit applications on our Cibola Project; (iii) complete and submit the required licensing and permit applications necessary to develop and operate our Cibola Project mines and mill; and (iv) complete the analysis and digitization of historic geologic data, mapping and other geophysic and geologic activities, exploration permitting and exploration programs on selected other mineral property interests we own.

        Our plan of operations will be continually evaluated and modified as exploration results become available. Modifications to our plans will be based on many factors, including: results of exploration, assessment of data, feasibility studies, weather conditions, exploration costs, the price of uranium and available capital. Further, the extent of our exploration programs that we undertake will be dependent upon the amount of financing available to us.

Results of Operations

        We are an exploration stage company and have not generated any revenue to date. The following table sets forth selected financial information relating to our company for the periods indicated:

Selected Operating Financial Information

        We have been funding our operations by way of private placements of our equity and through senior debt borrowings. We expect we will require additional capital to meet our short and long term

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operating requirements. We expect to raise additional capital through, among other things, the sale of equity.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

        We are an exploration stage company and have no revenues to date and we anticipate that we will not generate any revenues during the twelve month period following the date of this prospectus. Our net losses during the year ended December 31, 2010 ("2010") were approximately $8,429,402 compared to net losses of $6,733,408 for the year ended December 31, 2009 ("2009").

        During 2010, we incurred operating losses of $8,748,795 compared to $7,328,318 incurred during 2009. This increase is primarily due to costs and expenses associated with our senior credit facility which were partially offset by a reduction in exploration expenses and other general and administrative expenses. Significant expenditures and changes are outlined below.

Mineral property maintenance expenses

        The $106,197 increase in mineral property maintenance expenses incurred during 2010 compared to 2009 is primarily due to private (fee) mineral lease expenses increasing to $895,326 from $791,261 for the corresponding period in 2009 as a result of having to pay the lease expenses that were paid for by Primary Corp. until we acquired their 34.56% interest in our now wholly-owned Grants Uranium Project Joint-Venture in October 2009.

Mineral exploration expenses

        The $1,693,285 decrease in mineral exploration expenses incurred during 2010 compared to 2009 is primarily due to:

(i)

a $430,605 decrease in wages and benefits expense attributable to temporary furloughs of employees and employment terminations in 2010;



(ii)

a $137,045 decrease in stock based compensation for wages and benefits expense attributable to the timing of stock option grants to employees;



(iii)

a $504,550 decrease in mineral property exploration expense attributable to reduced legal, lobbying and consulting fees associated with permitting activities;



(iv)

a $520,807 decrease in data acquisition expense attributable to the timing of individual data base purchases; and



(v)

a $100,278 decrease in general and administrative expense attributable to a reduction in the number of employees and travel and field activities.

General and administrative expenses

        The $592,934 decrease in general and administrative expenses incurred during 2010 compared to 2009 is primarily due to:

(i)

a $145,018 decrease in wages and benefits expense attributable to temporary furloughs of employees and employment terminations;



(ii)

a $263,365 decrease in stock based compensation for wages and benefits attributable to the timing of stock option grants to employees; and



(iii)

a $162,812 decrease in professional services expense attributable to reduced legal and investment banking fees associated with financing efforts.

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Other income and expenses

        The $3,600,499 increase in other expense incurred during 2010 compared to 2009 is primarily due to costs and expenses associated with our senior credit facility. In connection with our senior credit facility, we recognized: (i) net interest expense of $918,019; (ii) unrealized gain on warrant liability of $240,235; (iii) amortization of senior debt discount expense of $1,338,580; and (iv) amortization of debt issuance costs of $1,527,895 for 2010 compared to $60,743 of net interest income for 2009.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

        Our net losses during 2009, were approximately $6,733,408 compared to net losses of $8,319,396 for the year ended December 31, 2008 ("2008"). During 2009, we incurred operating losses of $7,328,318 compared to $8,762,418 incurred during 2008. The decrease is primarily due to a reduction in mineral property maintenance expenses, exploration expenses, and general and administrative expenses, partially offset by a reduction in other income. We had no revenues during 2009 and 2008. Significant expenditures and changes are outlined below.

Mineral property maintenance expenses

        The $184,040 decrease in mineral property maintenance expenses incurred during 2009 compared to 2008 is primarily due to state mineral leases of $37,279 compared to $306,640 for the corresponding period in 2008 resulting from our not renewing state mineral leases primarily in Wyoming.

Mineral exploration expenses

        The $838,071 decrease in mineral exploration expenses incurred during 2009 compared to 2008 is primarily due to:

(i)

a $310,343 increase in wages and benefits expense attributable to an increase in the number of employees offset partially by a voluntary reduction in salaries of management;



(ii)

a $63,770 decrease in stock based compensation for wages and benefits expense attributable to the timing of stock option grants to employees;



(iii)

a $1,429,317 decrease in mineral property exploration expense attributable to: (1) decreased permitting activities resulting in corresponding decreases in legal, public relations and outside consulting expenses; (2) an outside environmental and permitting consultant hired as an employee resulting in reclassification of associated expenses; and (3) decrease in exploration drilling activity;



(iv)

a $255,045 increase in data acquisition expense attributable to the timing of individual data base purchases; and



(v)

a $89,628 increase in general and administrative expense attributable to an increase in employee related travel and field expenses and classification of our Albuquerque, N.M. office occupancy and administrative expenses as mineral exploration general and administrative expenses previously classified as corporate general and administrative expenses.

General and administrative expenses

        The $680,339 decrease in general and administrative expenses incurred during 2009 compared to 2008 is primarily due to:

(i)

a $96,012 decrease in wages and benefits expense attributable to voluntary salary reductions accepted by management;

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(ii)

a $390,617 decrease in stock based compensation for wages and benefits expense attributable to the timing of stock option grants to employees;



(iii)

a $104,059 decrease in professional services expense attributable to reduced legal, lobbying and accounting fees partially offset by an increase in investment banking fees associated with financing efforts;



(iv)

a $172,489 increase in stock based compensation for professional services expense attributable to stock option grants to outside consultants and our directors; and



(v)

a $262,140 decrease in general and administrative expense attributable to significant non-recurring expenses incurred in 2008 in connection with recruiting and relocating management and technical employees and relocating our corporate offices from Phoenix, Arizona to Denver, Colorado.

Other income and expenses

        The $268,350 decrease in other income incurred during 2009 compared to 2008 is primarily due to net interest income of $60,743 compared to net interest income of $305,792 for the corresponding period in 2008 resulting from lower cash balances and lower effective interest rates.

Liquidity and Capital Resources

Selected Liquidity and Capital Resources Financial Information

Cash Used in Operating Activities

        We have not generated positive cash flow from operating activities. Our operations have been primarily financed by proceeds from issuances of common stock and through senior debt borrowings. We plan to finance future operations with proceeds from this offering and subsequent issuances of common stock. As of December 31, 2010, our cash and short term security position was $7,429,083 ($7,254,667 of which was restricted) compared to $1,259,232 ($235,300 of which was restricted) as of December 31, 2009 and $7,094,714 (none of which was restricted) as of December 31, 2008. Of the $7,254,667 of restricted cash and marketable securities as of December 31, 2010, $7,069,367 was

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restricted pursuant to our senior debt credit facility as described in "Material Commitments—Senior Debt Credit Facility" below and the remaining $185,300 was held in certificates of deposit collateralizing various letters of credit issued by the Arizona Business Bank described in "Material Commitments—Credit Agreement and Irrevocable Standby Letters of Credit" below that were outstanding as of December 31, 2010. We had a working capital deficit of $17,261,431 as of December 31, 2010 compared to working capital of $1,118,756 as of December 31, 2009 and $6,930,545 as of December 31, 2008.

        For the fiscal year ended December 31, 2010, net cash used in operating activities was $4,694,371, consisting primarily of a net loss of $8,429,402. Net cash flows used in operating activities are reconciled to our net loss by: (i) increase in cash of $26,260 from changes in our working capital accounts; (ii) decrease in cash of $319,393 from losses attributable to noncontrolling interests; and (iii) increase in cash of $4,028,164 for non-cash expenses, which includes a $197,049 non-cash expense for stock based compensation and $3,763,090 non-cash expenses of amortization of debt issuance costs, accretion of discount on senior debt and accrued interest on senior debt.

        For the fiscal year ended December 31, 2009, net cash used in operating activities was $6,455,406, consisting primarily of a net loss of $6,733,408. Net cash flows used in operating activities are reconciled to our net loss by: (i) increase in cash of $36,523 from changes in our working capital accounts; (ii) decrease in cash of $594,910 from losses attributable to noncontrolling interests; and (iii) increase in cash of $836,389 for non-cash expenses, which includes a $577,191 non-cash expense for stock based compensation.

        For the fiscal year ended December 31, 2008, net cash used in operating activities was $8,027,124, consisting primarily of a net loss of $8,319,396. Net cash flows used in operating activities are reconciled to our net loss by: (i) decrease in cash of $268,988 from changes in our working capital accounts; (ii) decrease in cash of $443,022 from losses attributable to noncontrolling interests; and (iii) increase in cash of $1,004,282 for non-cash expenses, which includes a $859,089 non-cash expense for stock based compensation.

Cash Used in Investing Activities

        For 2010, net cash used in investing activities was $7,568,091 compared to $349,605 in 2009. During 2010, our net cash used in investing activities consisted primarily of: (i) the purchase of unproven mineral properties for $11,683,643, of which $11,454,312 was financed by senior debt and capitalized investment in a mineral purchase option; (ii) the investment in a mineral purchase option for $319,393; and (iii) the increase in restricted cash and marketable securities of $7,019,367.

        For 2009, net cash used in investing activities was $349,605 compared to $632,053 in 2008. During 2009, our net cash used in investing activities consisted primarily of: (i) the purchase property and equipment for $42,738; (ii) the purchase of unproven mineral properties for $343,647, of which $68,578 was financed by the issuance of common stock; (iii) the receipt of equity in joint venture partner contributions of $346,321; (iv) the investment in a mineral purchase option for $142,819; and (v) the increase in restricted cash and marketable securities of $235,300.

        For 2008, net cash used in investing activities was $632,053, consisting primarily of: (i) the purchase property and equipment for $618,435, of which $2,988 was financed by accounts payable; (ii) the purchase of unproven mineral properties for $455,591; and (iii) the receipt of equity in joint venture partner contributions of $438,985.

Cash Provided by Financing Activities

        For 2010, net cash provided by financing activities was $11,412,946 compared to $734,229 in 2009. During 2010, net cash provided by financing consisted consisting primarily of: (i) an investment by a

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noncontrolling interest in a consolidated joint venture of $319,393; (ii) the payment of debt issuance and deferred offering costs of $288,108; and (iii) senior debt financing of $24,000,000, less (A) $11,000,000 advanced directly to seller in connection with our purchase of the seller's 49% equity interest in our now wholly-owned subsidiary, Cibola Resources LLC ("Cibola"), and (B) $1,618,340 advanced directly to financier in connection with the issuance of the senior debt.

        For 2009, net cash provided by financing activities was $734,229 compared to $1,014,226 in 2008. During 2009, net cash provided by financing consisted consisting primarily of: (i) an investment by a noncontrolling interest in a consolidated joint venture of $613,598; (ii) the payment of deferred offering costs of $168,221; and (iii) the proceeds from a long-term payable of $288,852.

        For 2008, net cash provided by financing activities was $1,014,226, consisting primarily of: (i) an investment by a noncontrolling interest in a consolidated joint venture of $704,610; (ii) the payment of deferred offering costs of $18,913; and (iii) the proceeds from exercise of warrants of $328,529.

Plan of Operations and Funding

        As of December 31, 2010, we had restricted cash and cash equivalents of $7,254,667 and unrestricted cash and cash equivalents of $174,416. We estimate that our cash expenditures for operations over the twelve months immediately following this offering will be approximately $18,509,027 as outlined below. Therefore, our existing working capital is not expected to be adequate to fund our exploration and permitting related operations over the twelve months immediately following this offering. We have no available lines of credit. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) drilling programs, pursuant to three exploration permits we have received, to confirm the historical exploration and development data in our possession on our Cibola Project and Ambrosia Lake Project; (ii) feasibility studies and possible future reserve definition; (iii) mine and mill design and completion of the collection of environmental baseline data necessary for NRC and state mine and mill operating permits on our Cibola Project; (iv) submission of required licensing and permit applications necessary to develop and operate mines and a mill at our Cibola Project; (v) completion of the analysis and digitization of historic geologic data, mapping, other geophysic and geologic activities, exploration permitting and exploration programs on selected other mineral property interests we own; and (vi) possible future property acquisitions. We intend to finance these expenses with further issuances of securities and debt issuances. We expect we will need to raise additional capital to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

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        Our planned exploration, preliminary license and permit preparation, preliminary mine and mill design, feasibility studies and amounts due to maintain our mineral property interests for the twelve months immediately following this offering on our mineral properties, are summarized as follows:

        In addition to our planned expenditures noted above, we anticipate repaying our senior debt due June 30, 2011 in the amount of $24,000,000 plus accrued interest, totaling approximately $25,760,000, and spending approximately $215,000 for ongoing general and administrative expenses per month for the twelve months immediately following this offering. The general and administrative expenses for the year will consist primarily of salaries for our officers, management, technical and administrative staff and consulting and professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as investor relations and general office expenses. Mineral property acquisitions, if any, will be additional and dependent upon opportunities that may arise.

        With restricted and unrestricted cash of $7,429,083 and planned expenditures of $44,269,027, we anticipate that we will require an additional $36,839,944 to carry out our plan of operations for the twelve months immediately following this offering. We will require additional financing to pursue our plan of operations for the subsequent 12 months. There can be no assurance that such financing will be available on terms favorable to us or at all.

        Beyond the twelve months immediately following this offering, we will require additional financing in order to continue our plan of operations as we anticipate that we will not earn any revenues in the foreseeable future. We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or preferred stock. We do not have any financing arranged currently and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration and, if we are able to commence development, our development programs. In the absence of such financing, we will not be able to continue exploration and begin development of our mineral properties. If we do not continue to obtain additional financing, we may be forced to abandon our properties and our plan of operations.

        We may consider entering into a joint venture arrangement to provide the required funding to pursue exploration and/or development of our mineral properties. Even if we determined to pursue a joint venture partner, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration and/or development of our mineral properties. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral properties to the joint venture partner.

        Our plan of operations will be continually evaluated and modified as exploration results become available. Modifications to our plans will be based on many factors, including: results of exploration, assessment of data, weather conditions, exploration costs, the price of uranium and available capital.

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Further, the extent of our exploration programs that we undertake will be dependent upon the amount of financing available to us.

Going Concern

        We commenced operations on March 25, 2005 and have not realized any revenues since inception. As of December 31, 2010, we had a working capital deficit of $17,261,431 and an accumulated deficit of $36,834,600. Existing cash resources are currently not expected to provide sufficient funds through the upcoming year and the capital expenditures required to achieve planned principal operations may be substantial. Our continuation as a going concern is dependent upon our ability to obtain necessary financing to continue operations. We are in the exploration stage of our mineral property development and to date have not yet established any proven mineral reserves on our existing properties. Our continued operations and the recoverability of the carrying value of our assets are ultimately dependent upon our ability to achieve profitable operations.

Purchase of Significant Equipment

        We currently do not plan to acquire any significant equipment over the next twelve months.

Off-Balance Sheet Arrangements

        We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Material Commitments

Significant Mineral Properties

        Since March 2005, we have been acquiring mineral properties for the purpose of exploring for economic deposits of uranium in the states of Arizona, New Mexico, South Dakota and Wyoming. Our mineral property acquisitions are comprised of: (i) unpatented mining claims which are administrated by the U.S. Bureau of Land Management ("BLM"); (ii) state mineral leases or exploration permits; (iii) fee mineral leases with the owners of private mineral rights; and (iv) mineral leases with third parties who acquired mineral rights through (i) and (ii) above.

        Except as set forth below, all unpatented mining claims may be relinquished by us and state and fee mineral leases may be released by us when exploration and/or development is completed or the property is abandoned, provided that there may be continuing reclamation and remediation obligations following the completion of exploration and development or abandonment. Our state and fee mineral leases are subject to various royalty interests, some of which are indexed to the sale price of uranium. Unpatented mining claims are not subject to royalties.

Juan Tafoya Mineral Property

        In October 2006, we entered into a Uranium Mining and Lease Agreement ("Juan Tafoya Lease") with the Juan Tafoya Land Corporation ("JTLC") in which we leased 4,097 acres of fee (deeded) surface and mineral rights owned by the JTLC ("Juan Tafoya Property") in the state of New Mexico. The Juan Tafoya Lease provides for a term of ten years and so long thereafter as we are conducting operations on the Juan Tafoya Property. Additionally, the Juan Tafoya Lease, provides for: (i) an initial payment to JTLC of $1,250,000; (ii) annual rental payments of $225,000 for the first five years of the lease and $337,500 for the second five years; (iii) after the second five years, annual base rent of $75 per acre; (iv) gross proceeds royalties of 4.65% to 6.5% based on the then current price of uranium; (v) employment opportunities and job-skills training programs for shareholders of the JTLC;

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(vi) periodic contributions to a community projects fund if mineral production commences from the Juan Tafoya Property; and (vii) funding of a scholarship program for children of the shareholders of the JTLC. We are obligated to make the first ten years annual rental payments notwithstanding our right to terminate the Juan Tafoya Lease at any time, unless (a) the market value of uranium drops below $25 per pound, (b) the state of New Mexico bans uranium mining, or (c) the deposit is deemed uneconomical by an independent engineering firm.

        In 2007, we acquired infill fee mineral leases within the boundaries of the Juan Tafoya Lease. We are obligated to make annual lease payments and pay production royalties ranging from 4.65% to 6.5% based on the then current price of uranium. The infill fee mineral leases covering the individually-owned small tracts have similar business terms and royalty provisions as the Juan Tafoya Lease.

        In January 2007, we entered into a letter agreement with International Nuclear, Inc. Pursuant to the letter agreement we acquired a database of information on the Marquez Canyon deposit located on the Juan Tafoya Property in consideration of a cash payment and a perpetual royalty of $0.25 per pound of uranium recovered from the Juan Tafoya Property with a maximum payout of $1,000,000.

Cebolleta Mineral Property

        In March 2007, we entered into a Mining Lease and Agreement ("Cebolleta Lease") with La Merced del Pueblo de Cebolleta ("Cebolleta Land Grant"), a privately held land grant, to lease approximately 6,717 acres of fee (deeded) surface and mineral rights ("Cebolleta Property") in the state of New Mexico. The Cebolleta Lease was affirmed by the New Mexico District Court in Cibola County in April 2007. The Cebolleta Lease provides for: (i) a term of ten years and so long thereafter as we are conducting operations on the Cebolleta Property; (ii) initial payments to the Cebolleta Land Grant of $5,000,000 during the first six months; (iii) a recoverable reserve payment equal to $1.00 multiplied by the number of pounds of recoverable uranium reserves upon completion of a feasibility study to be completed within six years, less (a) the $5,000,000 referred to in (ii) above, and (b) not more than $1,500,000 in annual advance royalties previously paid pursuant to (iv); (iv) annual advanced royalty payments of $500,000; (v) gross proceeds royalties from 4.50% to 8.00% based on the then current price of uranium; (vi) employment opportunities and job-skills training for the members of the Cebolleta Land Grant; and (vii) funding of annual higher education scholarships for children of the members of the Cebolleta Land Grant.

        In April 2007, we formed a joint-venture with Uranium Energy Corp. ("UEC") through the formation of Cibola and the execution of a Limited Liability Company Operating Agreement and Members Agreement. Cibola was originally owned 51% by us and 49% by UEC and we were the managing member of Cibola. The Cebolleta Lease was assigned to Cibola. We consolidated the assets, liabilities and operating results of Cibola and recognized UEC's noncontrolling interest in the consolidated balance sheets and consolidated statements of operations.

        In November 2009, pursuant to our strategic plan to consolidate our ownership interest in our core mineral properties, we entered into an Option Agreement (the "Option Agreement"), as amended in December 2009, with UEC, in which UEC granted us the exclusive option to purchase and acquire UEC's 49% ownership interest in Cibola for a cash payment of $11,000,000. In consideration for the Option Agreement and amendment thereto, we funded all of Cibola's operations, from August 2009 through March 2010, including UEC's share. In April 2010, we exercised the Option Agreement, as amended, and acquired UEC's 49% ownership interest in Cibola and are now the sole member of Cibola.

        In August 2009, we entered into an agreement with a former lessee and operator of certain lands now leased by us to acquire historical data related to the Cebolleta Property. The former lessee delivered the data at the time of the agreement. In consideration, we have made payments to date of $50,000 with a final payment of $400,000 due in August 2013.

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Ambrosia Lake Mineral Properties

        In February 2006, we entered into a lease (the "Endy Lease") on 3,382 acres comprised of 167 unpatented lode mining claims in the eastern portion of the Ambrosia Lake mining district in New Mexico. Pursuant to the terms of the Endy Lease, we paid $315,000 upon signing, $100,000 in February 2007 and February 2008, and are obligated to pay an additional $75,000 as an advance royalty each year thereafter through the term of the Endy Lease. The Endy Lease has a primary term of ten years, but may be extended up to an additional 65 years provided that we continue to make advance or production royalty payments. We may terminate the lease at any time without further lease obligations. A 5% production royalty, based on the gross market value of all minerals extracted, is payable for any production from the Endy Lease properties.

        In June 2006, we entered into a lease (the "Bonner Lease") on 181 unpatented lode mining claims and one state of New Mexico general mining lease, covering a further 4,132 acres of mineral rights in the Ambrosia Lake mining district in the state of New Mexico. Pursuant to the terms of the Bonner Lease, we paid a rental payment of $180,000 and issued 65,000 shares of our common stock. We are obligated to pay an annual rental payment of $120,000 on the second through fifth anniversaries of the Bonner Lease. On the sixth anniversary and each anniversary thereafter we are obligated to pay an annual advance royalty of $240,000. In the event commercial production is achieved during the rental period, then all future rental payments received after commercial production begins will be credited as minimum advance royalty payments. The Bonner Lease has a primary term of ten years but may be extended up to an additional 65 years provided that we continue to make advance or production royalty payments. We may terminate the lease at any time without future lease obligations. A 5% production royalty based on the gross market value of all minerals extracted is payable for any production from the Bonner Lease properties. The surface overlying the New Mexico general mining lease is owned by the State of New Mexico.

        In January 2008, we entered into a Mineral Lease Agreement (the "Elizabeth Lease") on 179 acres comprised of eight patented and one unpatented lode mining claims in the eastern portion of the Ambrosia Lake mining district in the state of New Mexico. Pursuant to the terms of the Elizabeth Lease, we paid a $315,000 signing bonus upon signing and we are obligated to pay advance royalties of $100,000 on the first and second anniversaries and $75,000 every anniversary thereafter so long as the lease is in effect. The Elizabeth Lease has a primary term of ten years, but may be extended up to an additional 65 years provided that we continue to make advance or production royalty payments. We may terminate the lease at any time without future lease obligations. A 5% production royalty, based on the gross market value of all minerals extracted, is payable for any production from the Elizabeth Lease properties.

        In April 2006, Primary Corp. ("Primary"), formerly known as Trans America Industries Ltd., and the Company entered into an Exploration, Development and Mine Operating Agreement ("Grants J.V. Agreement") and formed the Grants Uranium Project Joint-Venture ("Grants J.V."). Pursuant to the Grants J.V. Agreement, we contributed to the joint-venture the properties underlying three large New Mexico leases: the Endy Lease, the Bonner Lease and the Elizabeth Lease. Also pursuant to the Grants J.V. Agreement, Primary reimbursed us for $495,000 in connection with the Endy and the Bonner Leases during the year ended December 31, 2006, in consideration of contribution of the underlying leased properties. Pursuant to the Grants J.V. Agreements, Primary was obligated to contribute $5,000,000 to fund the joint-venture's operations ("Initial Contribution"), before February 1, 2010. In consideration of Primary's payments to us and the funding of the Grants J.V., Primary was entitled to a 50% participating interest in the underlying joint-venture properties. We were the managing partner in the joint-venture.

        In October 2009, pursuant to our strategic plan to consolidate our ownership interest in our core mineral properties, we entered into a Purchase and Termination Agreement ("Purchase Agreement")

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with Primary with respect to the Grants J.V. Pursuant to the Purchase Agreement, Primary transferred its ownership interest in Grants J.V. to us on October 15, 2009. In consideration, we were obligated to, at our option, pay Primary $3,519,067 in Canadian funds, or, issue Primary 3,519,067 shares of our common stock.

        In December 30, 2009, we opted to issue to Primary 3,519,067 shares of our common stock, in lieu of cash, in consideration of our October 15, 2009 purchase of Primary's interest in the Grants J.V.

Senior Debt Credit Facility

        In April 2010, we entered into an arrangement of a $16,000,000 senior secured credit facility ("Credit Facility"), which RMB Resources, Inc. ("RMB"), an agent of RMB Australia Holdings Limited ("RMBAH", together RMB and RMBAH, the "Lender") advanced in two tranches. Tranche 1 proceeds in the amount of $5,000,000 were used for general working capital consistent with operating activities mutually agreed upon by us and Lender. Tranche 2 proceeds in the amount of $11,000,000 were used to fund our acquisition of UEC's 49% interest in Cibola.

        The Credit Facility agreement, among other terms and conditions, provides for:

a.

The payment of outstanding principal, together with accrued interest, on or before December 31, 2010.



b.

Interest charged on outstanding principal balances is accrued as a part of the principal balance and calculated at a rate equal to LIBOR plus 7%.



c.

Mortgage and senior security interest in all material "real property" located in New Mexico; all "personal property" of the Company; and a pledge of the Company's 100% ownership interest in Cibola.



d.

All proceeds from Tranche 1 to be deposited into a control proceeds account ("Proceeds Account").



e.

All future cash proceeds received by the Company, up to $5,000,000, shall be deposited into the Proceeds Account and any cash proceeds in excess of $5,000,000 must be applied toward prepayment of outstanding accrued interest and principal balances.

        In consideration of the Credit Facility agreement, we:

a.

Paid the lender an arrangement fee of $1,120,000, equal to 7% of the Credit Facility, plus $190,758 in costs and expenses incurred by lender.



b.

Issued RMBAH two warrants to purchase a total of 3,051,744 shares of our common stock on the following terms:



i.

The exercise price is $1.75 or the lowest price at which the Company issues shares during the exercise period, which is four years from date of issuance.



ii.

The estimated fair value of these warrants on the dates of issue was $1,579,637 or $.52 per warrant.



iii.

Upon the issuance of warrants above, RMBAH's beneficial ownership of us was slightly less than 5%.



iv.

Other significant features of the warrants include: (1) net share settlement exercise rights, (2) adjustment to exercise price for dilutive issues, and (3) piggy-back registration rights.



c.

We are obligated to issue additional warrants to RMBAH to purchase up to 1,519,684 additional shares of common stock. The warrants will be issued so as to allow RMBAH to maintain a beneficial ownership up to 5%, as was achieved by the issuance of the warrants in

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b above. The fair value of these warrants has not been established as these warrants are not issuable at March 24, 2011. Any such additional warrants issued to RMBAH will have the same terms and conditions as the warrants in b above.

        On April 4, 2010, we and Lender executed the Credit Facility agreement and closed on Tranche 1 of the Credit Facility. On April 12, 2010, the Lender funded Tranche 2 providing proceeds for our purchase of UEC's 49% interest in Cibola for $11,000,000 pursuant to the Option Agreement, as amended.

        On December 22, 2010, we entered into the First Amendment Agreement to the Credit Facility agreement ("Amended Credit Facility") with Lender with respect to the amendment of the April 2010 Credit Facility. Pursuant to the Amended Credit Facility, the Lender extended the maturity of the Credit Facility from December 31, 2010 to June 30, 2011, and advanced $8,000,000 in Tranche 3, which increased the Credit Facility from $16,000,000 to $24,000,000. The terms of the Amended Credit Facility are:

a.

We paid the Lender an arrangement fee of $320,000, equal to 4% of the increase in amount of the Credit Facility, an extension fee of $160,000, equal to 1% of the original Credit Facility, plus, $21,233 in costs and expenses incurred by the Lender.



b.

We are obligated to issue additional warrants to RMBAH to purchase up to 2,742,857 additional shares of common stock. The warrants will be issued so as to allow RMBAH to maintain a beneficial ownership up to 5%. The fair value of these warrants has not been established as these warrants are not issuable at March 24, 2011. Any such additional warrants issued to RMBAH will have the same terms and conditions as the warrants issued to RMBAH in connect with the original Credit Facility.



c.

All other terms and conditions remain the same.

Credit Agreements and Irrevocable Standby Letters of Credit

        In April 2008, Arizona Business Bank issued us an Irrevocable Standby Letter of Credit in favor of Cognac Highland Court LLC, (the "Landlord") as a security deposit on the lease of the corporate headquarters in Englewood, Colorado. The Letter of Credit is secured by a credit facility in favor of us and has an interest rate of Arizona Business Bank's prime rate and automatically renews every 12 months expiring on October 31, 2011. The credit facility is collateralized by a certificate of deposit which pays 2.8% interest. As of March 24, 2011, both the Letter of Credit and the certificate of deposit were in the amount of $25,000. The certificate of deposit will be released in October 2011. Upon our default of the lease agreement, the Landlord may draw upon the Letter of Credit for any rent or other obligations in default of the terms of the lease. The Landlord has not drawn down any principal under the Letter of Credit.

        As of March 24, 2011, Arizona Business Bank has issued us six Irrevocable Standby Letters of Credit in favor of the Mining and Minerals Division of the New Mexico Energy, Minerals and Natural Resources Department ("MMD") to satisfy the bond requirements for completion of surface and subsurface reclamation pursuant to the permits issued by the state of New Mexico for the "Marquez Canyon Exploration Project," "Elizabeth Claims Exploration Project" and the "Cebolleta Exploration Project." Each of the Letters of Credit issued in favor of the MMD is secured by a credit facility in favor of us and has an interest rate of Arizona Business Bank's prime rate and automatically renews every 12 months until the requirements of the permit are satisfied. Each credit facility is collateralized by a certificate of deposit equal to the value of the Letter of Credit which pays 2.8% interest. The total amount of the six certificates of deposit is $273,905. Upon our default of the requirements of either of the permits, the MMD may draw upon the appropriate Letter of Credit for any costs related to uncompleted reclamation. The MMD has not drawn down any principal under the Letters of Credit.

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Upon completion of all reclamation activities, the corresponding standby letter of credit may be terminated by us.

Finance and Consulting Agreements

        On August 26, 2009, we entered into an engagement letter with Jefferies & Company, Inc. ("Jefferies") as an exclusive agent to sell equity-based securities. We paid a $100,000 engagement fee upon signing the engagement letter. The agreement requires us to pay an "Equity Fee" equal to 7% of the aggregate gross proceeds from the issuance of any equity instruments. If we issue warrants to investors, we are obligated issue warrants or securities of like tenor equal to 7% of the warrants issued to such investors with similar terms and conditions. Furthermore, upon consummation of a merger or acquisition and financing transaction, we are obligated to pay an "M&A Transaction Fee" equal to 15% of the transaction value not to exceed an aggregate of $1,500,000. On April 30, 2010, we terminated the engagement letter. Pursuant to the terminated engagement letter we remain obligated to pay the fees set forth in the engagement letter should we enter into an agreement for an equity or equity linked financing (i) within six months of termination, or (ii) within 12 months of termination if Jefferies contacted the financing party on our behalf during the term of the engagement letter.

        On January 14, 2010, we entered into a finder's fee agreement with Nuclear Fuel Cycle Consulting LLC (the "Consultant"), the principal of which is James J. Graham, who subsequently became one of our directors, to provide introductions to certain industry contacts in connection with our financing efforts. Should we conclude a transaction through the efforts of the Consultant, the agreement requires us to pay a 1% fee on proceeds received by us. The finder's fee agreement was non-exclusive and terminable at any time upon 30 days notice. On February 11, 2011, we terminated the agreement, however, we remain obligated to pay the fees set forth therein should we complete a transaction within 12 months of termination if the Consultant introduced the financing party on our behalf during the term of the agreement.

        On April 15, 2010, we entered into a strategic consulting and advisory agreement (the "Advisory Agreement") with the Consultant, the principal of which is James J. Graham, who subsequently became one of our directors, to provide advisory services in connection with our evaluation of pursuing one or more strategic transactions, such as off-take agreements, forward sales contracts, joint ventures and mineral property acquisitions or dispositions. Should we conclude a strategic transaction through efforts of the Consultant, the Advisory Agreement requires us to pay a 1.5% fee on debt proceeds received by us and a 5% fee on proceeds received by us through equity financing, asset dispositions or a joint venture earn-in. In addition, we granted the Consultant a stock option to purchase 100,000 shares of common stock exercisable within five years at an exercise price of $1.00 per share of common stock, all of which has vested. The Advisory Agreement was non-exclusive and terminable at any time upon 30 days notice. We terminated the Advisory Agreement on February 11, 2011, however, we remain obligated to pay the fees set forth in the Advisory Agreement should we complete a transaction within 12 months of termination if the Consultant contacted the financing party on our behalf during the term of the Advisory Agreement.

        On August 3, 2010, we entered into an agreement with RMB Resources, Inc. Pursuant to the agreement, we are obligated to pay a success fee of 5% of the gross proceeds of any investment in us or the sale of our assets where the investor or acquirer had been introduced to us by RMB Resources, Inc. The agreement is non-exclusive and terminable at any time upon written notice, subject to a six month fee tail.

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        On January 4, 2011, we entered into a financial advisory agreement with Primary Capital, Inc., an affiliate of Primary ("Primary Capital"). Pursuant to the agreement Primary Capital will consult with us with respect to (i) any merger, amalgamation, plan of arrangement, reorganization or other business combination, or (ii) the issuance by us, or a counterparty of a business combination, of securities in connection with an initial public offering or a private placement. Should we conclude a transaction, the financial advisory agreement requires us to pay a 1% completion fee on the transaction value, defined as the gross proceeds received by us in a financing transaction and the aggregate unrestricted cash balances of any counterparty in connection with a business combination.

        On February 11, 2011, we entered into a consulting agreement with the Consultant, the principal of which is James J. Graham, who subsequently became one of our directors, to provide advice and consultation to us, on a as needed basis, with respect to (i) marketing and operational strategies, goals and objectives; (ii) implementation and execution of strategic initiatives; and (iii) evaluation of performance and results. In consideration of Consultant's services we agreed to pay Consultant a $5,000 per month retainer to be offset by a $1,000 per day consulting fee. In addition, we granted the Consultant a stock option to purchase 200,000 shares of common stock exercisable within ten years at an exercise price of $1.00 per share of common stock, which vests one-half six months after the agreement date and the balance twelve months after the agreement date. The consulting agreement is non-exclusive and may be terminated at any time upon 30 days notice.

Agreements Related to Employment

Employment Agreements

        We have entered into employment agreements with Messrs. Boltz, Huber, Ludwig, Neumann and Topham. Our salary commitments under these employment agreements are approximately $835,000 annually. See the subsection of this prospectus entitled "Executive Compensation—Employment Agreement" for a more detailed discuss of these employment agreements.

        The employment agreements also provide for various payments upon certain terminations of employment of such employees. For a description of the estimated potential payments upon termination of employment that would be payable to each of Messrs. Boltz, Huber, Ludwig, Neumann and Topham see the subsection of this prospectus entitled "Executive Compensation—Potential Payments Upon Termination or Change-in-Control."

401(k) Retirement Plan

        In June 2007, we adopted a non-contributory 401(k) plan for our full-time employees and employees who work at least 1,000 hours per year. Effective January 1, 2008, we elected to implement non-elective contributions equal to 3% of eligible compensation for all employees meeting certain eligibility requirements. The contributions meet the tax deferral "safe harbor" requirements provided for in the Internal Revenue Code.

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Contractual Obligations

        The following sets forth our contractual obligations in tabular form as at December 31, 2010.

(1)

Principal amount of senior debt, does not include unaccreted discount or accrued and unpaid interest.

(2)

Principal amount of long-term payable, does not include unaccreted discount.

Critical Accounting Policies and Estimates

Basis of Presentation and Principles of Consolidation

        Our consolidated financial statements and related notes are presented in accordance with GAAP and are expressed in U.S. dollars. Our consolidated financial statements include the accounts of us and our wholly-owned subsidiaries, Cibola and Grants J.V. Prior to our purchase of the noncontrolling interests in Grants J.V. on October 15, 2009, and Cibola on April 12, 2010, the consolidated financial statements included the accounts of us, our majority owned subsidiary, Cibola, and our proportionate share of assets, liabilities and operations of our unincorporated joint-venture, Grants J.V. All inter-company transactions and balances have been eliminated. Our fiscal year end is December 31.

Use of Estimates

        The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring management's estimates and assumptions are determining the fair value of transactions involving common stock, convertible debentures and financial instruments. Other areas requiring estimates include deferred tax balances, valuation allowances, allocations of expenditures to resource property interests and asset impairment tests.

Mineral Property Costs

        We have been in the exploration stage since our incorporation on March 29, 2005 and have not yet realized any revenues from our planned operations. We are primarily engaged in the acquisition and exploration of uranium mineral properties. Mineral property exploration costs are expensed as incurred.

        Mineral property acquisition costs are initially capitalized when incurred. In the event that mineral property acquisition costs are paid with shares of our common stock, those shares are valued at estimated fair value at the time the shares are issued or at the time the rights are obtained. We assess the carrying costs of our mineral properties for impairment on at least an annual basis. We will recognize impairment of a mineral property if the carrying amount of the mineral property is not recoverable and exceeds its fair value. Costs to maintain mineral rights and leases are expensed in the

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period in which they occur. Mineral property exploration costs are expensed in the period in which they occur. When management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures, the costs incurred to develop that property are capitalized. Such costs will be amortized using the units-of-production method based on estimated recoverable proven reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.

Reclamation and Remediation

        Our operations may become subject to standards for mine reclamation which have been established by various governmental agencies. We record the fair value of an asset retirement obligation as a liability in the period in which we incur a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depleted over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated discounted future cash flows based on when the spending activity will occur for the underlying obligation. Determination of any amounts recognized is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. As of the date of our consolidated financial statements, we have no mine reclamation costs.

        We accrue costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on management's estimate of amounts expected to be incurred when the remediation work is performed. As of the date of our consolidated financial statements, we have no remediation liabilities.

Impairment Of Long-Lived Assets

        We review property and equipment and certain identifiable intangible assets, excluding goodwill, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted net cash flows the assets are expected to generate. If property and equipment and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. During the periods covered by our consolidated financial statements, we had no material impairment of our long-lived assets.

Income Taxes

        Potential benefits of income tax losses are not recognized in our consolidated financial statements until realization is more likely than not. We compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in our consolidated financial statements because we cannot be assured it is more likely than not that we will utilize the net operating losses carried forward in future years and therefore recorded a 100% valuation allowance against the deferred tax asset for such losses.

        We follow the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The

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effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment.

        We apply a "more likely than not" threshold to the recognition of tax positions based on the technical merits of the position. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of each period presented our consolidated financial statements, we made no provisions for interest and penalties related to uncertain tax positions.

Derivatives

        From time to time, we enter into transactions which contain conversion privileges, the settlement of which may entitle the holder or us to settle obligations by issuance of our securities. These transactions, the value of which may be derived from the fair value of our securities are estimated using the Black-Scholes or other appropriate pricing models.

Stock Based Compensation

        We have a stock plan for our employees, non-employee directors and key consultants. From time to time, we receive services from employees, directors or consultants in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. These stock-based awards are accounted for using a fair-value-based method. We use the Black-Scholes option-pricing model to determine the fair-value of stock-based awards.

Recent Accounting Pronouncements

Recent Accounting Guidance Adopted in 2010

        In December 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2009-16 which amends the accounting for the transfers of financial assets. This Accounting Standards Update revises "Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets," to improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved. The new guidance is effective on a prospective basis for the annual period beginning after November 15, 2009 and interim and annual periods thereafter. We adopted the provisions of this ASU on January 1, 2010, which did not have a material impact on our results of operations, financial position or liquidity.

        In December 2009, the FASB issued ASU No. 2009-17 "Consolidation (Topic 810), Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities." The amendments in this ASU replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. The amendments in this ASU also require additional disclosures about a reporting entity's involvement in variable interest entities and an ongoing assessment of whether a company is the primary beneficiary. The revised guidance is effective for all variable interest entities owned on or formed after January 1, 2010. We adopted the provisions of this ASU on January 1, 2010, which did not have a material impact on our results of operations, financial position or liquidity.

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        In January 2010, the FASB issued ASU No. 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements." The guidance requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in the the Accounting Standards Codification ("ASC"). The FASB's objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Specifically, the guidance now requires (1) a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements. In addition, the guidance clarifies the requirements of the following existing disclosures for purposes of reporting fair value measurement for each class of assets and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities; and a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We adopted the provisions of this standard on January 1, 2011, which did not have a material impact on our results of operations, financial position or liquidity.