5 December 2012
Dear Shareholder

PRO-RATA NON-RENOUNCEABLE RIGHTS ISSUE

UXA Resources Limited ("UXA Resources" or "UXA") (ASX:UXA) is undertaking a non-renounceable pro-rata rights issue to all eligible UXA shareholders (The Offer).
The Offer Document and Appendix 3B have been lodged with ASX and are available on the ASX
website and the Company's website www.uxa.com.auand will be sent to shareholders on 14
December 2012.
The Offer is open to all eligible UXA shareholders who are on the register at 7.00pm (AEST) on 13
December 2012 (the Record Date) and who have a registered address in Australia or New Zealand.
Under the Offer, UXA will make an offer to all eligible UXA shareholders of 1 new fully paid ordinary share (Share) for every 1 fully paid UXA share held at the Record Date, at a price of $0.0015 per new share.
The issue price under the Offer represents a discount of:

30.8% to the closing market price of the Company's Shares on 1 October 2012 (being the last trading day prior to the suspension of the Company's Shares by ASX) of A$0.00217 per Share; and 28.6% to the volume weighted average market price of the Company's Shares for the 5 trading days up to close of trade on 1 October of A$0.00210 per Share.

The issue price is almost half that paid by directors and senior staff in capital raisings earlier this year. The Offer will raise a maximum of A$1,330,117 (before expenses) if all rights are taken up.
The proceeds from the Offer will be used to advance exploration on UXA's highest priority base metal leases in New South Wales and gold and base metals in South Australia and its uranium leases in Northern Territory. This includes further drilling at the Dome 5 lead-zinc-silver prospect. The proceeds will also be applied towards UXA's general working capital requirements.
The Offer will be conducted without a prospectus in accordance with the streamlined offering provisions of the Corporations Act 2001 (Cth).
The anticipated Timetable for the Offer is attached. The Offer Document will be sent to you shortly as per that timetable and to which we draw your urgent attention as the Offer is scheduled to close on 2
January 2013 or such other date as determined by the Board.
You are encouraged to read the Offer Booklet lodged with ASX on 5 December 2012 in full before making a decision in respect of the Offer. If you have any queries in relation to the Offer, please contact Computershare Investor Services Pty Ltd on 1300 651 474 (within Australia) or
+61 3 9415 4127 (outside Australia), or the Company Secretary, Graham Seppelt, on +61 8 8363
7970.
Thank you for your continued support of UXA and we urge you to strongly support the issue at this extremely low price per share as it moves further into an exciting exploration program.
Yours Sincerely

Neill Arthur

Chairman

43a Fullarton Road Kent Town SA 5067 Australia T: +61 8 8363 7970 F: +61 8 8363 7963 E: info@uxa.com.au W: www.uxa.com.au

EVENT

DATE

Announcement Date

5 December 2012

Offer Document lodged with ASX

5 December 2012

Notice in relation to the Issue dispatched to Shareholders

6 December 2012

"Ex" date

7 December 2012

Record date for determining Entitlements to participate in the Rights

Issue

7.00pm (AEDT)

13 December 2012

Dispatch of Offer Document and Entitlement and Acceptance Forms

14 December 2012

Rights Issue opens

14 December 2012

Closing Date for Rights Issue(1)

5.00pm (AEDT)

2 January 2013

Securities quoted on a deferred settlement basis

3 January 2013

Company to notify ASX of under-subscriptions

7 January 2013

Dispatch of transaction confirmation statements

10 January 2013

Normal trading commences(2)

11 January 2013

(1) The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on ASX may vary with any change to the Closing Date.

(2) The Company's Shares have been suspended by ASX since 1 October 2012 and the Company is working with ASX to have the suspension removed. However, if the suspension is not removed before the date that normal trading is scheduled to commence in accordance with the timetable, then Shareholders will not be able to trade on ASX their current Shares or any new Shares issued and allotted under the Offer.

About UXA Resources Limited

UXA Resources Limited (ASX:UXA) is a diversified explorer with a pipeline of highly prospective tenements throughout Australia, all located within world class mining provinces and near existing infrastructure.
Key projects include:
1. Development of its flagship asset, Mundi Plains zinc-lead-silver project in NSW and SA and;
2. UXA's new Commonwealth Hill gold project in South Australia, close to the Challenger gold mine.
3. Uranium joint venture with Reliance on the Nabarlek project in NT.
As a testament to the quality of UXA's exploration portfolio, the company has attracted several highly regarded strategic partners from among the world's most renowned and prominent resources companies, including Reliance Industries of India, and Teck Resources of Canada, as well as ASX- listed Straits Resources.
UXA has embarked on a series of capital raisings and asset sales, to re-finance the company, reduce debt and focus on UXA's core business of exploration. UXA has recently announced the sale of its US wireline logging business and the appointment of Capital Strategies to manage the sale of its Australian wireline logging business, GAA Wireline along with the Prompt Fission Neutron technology (see ASX announcements 13 November and 22 November 2012).
More information on UXA can be found on our website at www.uxa.com.

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