AMERICAN URANIUM LTD — AGM Information 2010

Apr 28, 2010

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ABN 33 124 792 132

NOTICE OF ANNUAL GENERAL MEETING

AND

PROXY FORM

Date of Meeting

31 May 2010

Time of Meeting

9.00am (WST)

Place of Meeting

13 Colin Street West Perth, Western Australia 6005

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of GTI Resources Ltd (“Company”) will be held at 9.00am (WST), 31 May 2010 at 13 Colin Street, West Perth, Western Australia.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Statements and the Reports of Directors and the Auditor on the Financial Statements for the financial year ended 31 December 2009.

RESOLUTION 1 – REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the remuneration report for the financial year ended 31 December 2009 be adopted."

The vote on this Resolution is advisory only and does not bind the Directors of the Company.

RESOLUTION 2 – RE‐ELECTION OF MR IAN COWDEN AS A DIRECTOR

To consider and if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

“That Mr Ian Cowden, being a Director of the Company who retires in accordance with Rule 12.11.1 of the Company’s Constitution and, being eligible, offers himself for re‐election, be re‐elected as a Director of the Company”.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Ian Cowden (or his nominee) and any of his associates. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

SPECIAL BUSINESS

RESOLUTION 3 – RATIFICATION OF PRIOR PLACEMENT

To consider and if thought fit, pass (with or without amendment) the following resolution as an ordinary resolution:

“That for the purpose of Listing Rule 7.4 and for all other purposes, the members of the Company ratify and approve the prior issue of 3,000,000 Shares at an issue price of $0.10 per Share, on the terms and conditions described in the Explanatory Memorandum.”

Short Explanation : An equity issue can be ratified by shareholders in accordance with ASX Listing Rule 7.4. This allows the Company the flexibility to issue shares and options to subscribe for fully paid ordinary shares in the future up to the threshold of 15% of its total ordinary securities in any 12 month period. Please refer to the Explanatory Memorandum for details.

Voting Exclusion: As required by the Listing Rules, the Company will disregard any votes cast under Resolution 3 by a person who participated in the issue and an associate of that person (or those persons). However, the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 4 – RE‐APPROVAL OF EMPLOYEE INCENTIVE PLAN

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

• “That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given to the issue of Options under the GTI Employee Incentive Plan (Plan) as detailed in the Explanatory Memorandum accompanying this Notice."

Short Explanation: The Incentive Plan was first approved by shareholders in 2007 and requires approval by shareholders every 3 years. The Incentive Plan is designed to be an incentive to key people who assist in the successful development and operation of the Company. Approval is sought pursuant to ASX Listing Rule 7.2 (Exception 9) so that Options issued pursuant to the Plan are not included in the Company’s 15% capacity for the purposes of ASX Listing Rule 7.1. Please refer to the Explanatory Memorandum for further details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Directors (except one who is ineligible to participate in any employee incentive plan in relation to the entity), and any of their associates. However, the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

BY ORDER OF THE BOARD

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Darren Crawte Company Secretary

Dated: 27 April 2010

GLOSSARY OF TERMS

In this Notice and Explanatory Memorandum the following words and expressions have the following meanings:

ASX means Australian Securities Exchange Limited ABN 98 008 624 691.

WST means Western Standard Time.

Board means the board of Directors of the Company.

Company means GTI Resources Ltd ABN 33 124 792 132.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company from time to time.

Explanatory Memorandum means this explanatory memorandum.

Listing Rules means the official listing rules of the ASX.

Meeting and Annual General Meeting means the annual general meeting of shareholders of the Company, or any adjournment thereof, convened by the Notice.

Notice and Notice of Annual General Meeting means the notice of annual general meeting which accompanies this Explanatory Memorandum.

Resolution means a resolution referred to in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of Shares.

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NOTES

Voting Entitlement

For the purposes of determining voting entitlements at the Meeting, and in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), Shares will be taken to be held by the persons who are registered as holding the Shares at 4.00pm (WST) on 26 May 2010. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Proxy Instructions

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, then, in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes.

The member may specify the manner in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion.

In accordance with section 250BA of the Corporations Act, the Company specifies that the proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be:

• posted to the Company at PO Box 287, West Perth, Western Australia 6872; or

• delivered to the offices of GTI Resources Ltd at 13 Colin Street, West Perth, Western Australia 6005; or

• sent by facsimile to the Company on + 61 8 9321 3628

Those documents must be received by the Company at least 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the shareholder or his/her attorney duly authorized in writing or, if the shareholder is a body corporate, in a manner permitted by the Corporations Act. In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.

A proxy form is attached to this Notice.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of GTI Resources Ltd (" Company ") in connection with the business to be conducted at the Annual General Meeting of the Company to be held at 13 Colin Street West Perth WA 6005 on 31 May 2010 at 9.00am (WST) . This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the Resolutions.

RESOLUTION 1 – REMUNERATION REPORT

Section 300A of the Corporations Act sets out the information that should be included in the Remuneration Report. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report be adopted be put to a vote of Shareholders at the Company’s Annual General Meeting.

Please note that the vote on this item is advisory only and does not bind the Directors of the Company or the Company.

The Remuneration Report is set out in, and forms part of, the Directors’ Report. The Remuneration Report:

• (a) explains the Board's policy for determining the nature and amount of remuneration of Executive Directors and senior executives of the Company;

• (b) discusses the relationship between such policy and the Company's performance; and

• (c) sets out remuneration details of each Director.

Under section 250SA of the Corporations Act, Shareholders will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

The Directors consider that the remuneration policies adopted by the Company are appropriately structured to provide rewards that are commensurate with the performance of the Company and the individual. On this basis, the Directors unanimously recommend that members vote in favour of this advisory resolution.

The Directors acknowledge, however, that they have a personal interest in some aspects of the Remuneration Report, but there is no legal requirement for them to abstain from voting.

RESOLUTION 2 – RE‐ELECTION OF MR IAN COWDEN AS A DIRECTOR

Resolution 2 seeks approval to re‐elect Mr Ian Cowden who was appointed as a Director on 5 April 2007. Mr Cowden who retires in accordance with Rule 12.11.1 of the Company’s Constitution is eligible and, in accordance with the Company’s Constitution, offers himself for re‐election as a Director of the Company, with effect from the end of the meeting.

Mr Cowden is a professional geologist and has been involved in the exploration and mining sectors worldwide for over 30 years. His experience ranges from project generation and management of exploration programmes through to discovery of ore bodies, with emphasis on feasibility studies and development to mining.

Your Directors (other than Mr Cowden who, given his interest in the outcome of this Resolution, declines to make a recommendation) have reviewed the necessary competencies of the Board members and each candidate's contribution to the Board and unanimously recommend Mr Cowden’s re‐election.

RESOLUTION 3 – RATIFICATION OF PRIOR PLACEMENT

3.1 General information

On 21 September 2009, the Company announced that it had completed a private placement of 3,000,000 shares at 10 cents each to a sophisticated investor to provide additional working capital to the Company.

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ASX Listing Rule 7.1 provides that a company must not, without prior approval of shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of the 12 month period.

ASX Listing Rule 7.4 states that an issue by a company of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the Company’s members subsequently approve it.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 3,000,000 shares which were issued on 21 September 2009. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided to Shareholders in relation to the Placement:

• (a) A total of 3,000,000 Shares were issued and allotted to a sophisticated investor on 21 September 2009. The place was not a related party of the Company.

• (b) The Shares were issued at a price of $0.10 per Share.

• (c) The Shares rank pari passu in all respects from date of issue with, and enjoy the same rights as, the existing fully paid ordinary Shares of the Company.

• (d) The allottee of the Shares was J & I Resources Pty Ltd.

• (e) The funds raised by the placement will be used by the Company for general working capital purposes.

For the reasons set out above, all Directors recommend that Shareholders vote in favour of Resolution 3.

RESOLUTION 4 – RE‐APPROVAL OF EMPLOYEE INCENTIVE PLAN (PLAN)

ASX Listing Rule 7.1 requires a listed company to obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any rolling 12 month period.

An exception to ASX Listing Rule 7.1 is set out in ASX Listing Rule 7.2 (Exception 9) which provides that issues under an employee incentive plan are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan as an exception to ASX Listing Rule 7.1.

The Plan was last approved by Shareholders in 2007. Resolution 4 seeks Shareholder approval for the Company to issue Options under the GTI Employee Incentive Plan (Plan) as an exception to ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 (Exception 9).

The purpose of the Plan is to recognise the ability and efforts of the Directors and employees of the Company who have contributed to the success of the Company; provide an incentive to Directors and employees to achieve the long term objectives of, and improve the performance of the Company; attract persons of experience and ability to the Company and foster and promote loyalty between the Company and its Directors and employees.

In order to take advantage of the exemption from ASX Listing Rule 7.1 contained in ASX Listing Rule 7.2 (Exception 9) and allow the Company greater flexibility to issue securities, Shareholders are requested to approve the Plan as an exemption from ASX Listing Rule 7.1.

For the purpose of exception 9 of Listing Rule 7.2:

• (d) 250,000 options have previously been issued under the Plan since the date of the adoption of the Plan; and

• (e) a summary of the key terms of the Plan are set out in Annexure 1 to the Explanatory Statement.

A copy of the Plan will be sent to any Shareholder upon request and will also be available for inspection at the Meeting venue during the Meeting.

The Directors unanimously recommend that Shareholders vote in favour of this resolution.

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APPENDIX 1 – SUMMARY OF EMPLOYEE INCENTIVE PLAN

The detailed terms and conditions of the Plan may be obtained free of charge by contacting the Company. A summary of the terms and conditions of the Plan are set out below.

1. Invitation

• 1.1 The Board may in its absolute discretion, from time to time, determine the extent to which Eligible Participants may participate in the Plan and apply for options to subscribe for Shares. An Eligible Participant means a person who is a:

  • full or part‐time employee of the Company or Associated Body Corporate;

  • director of the Company or Associated Body Corporate;

  • consultant of the Company or Associated Body Corporate.

• 1.2 The Board, acting in its absolute discretion, may:

• (a) offer Options to any Eligible Participant from time to time as determined by the Board and in exercising that discretion, may have regard to some or all of the following:

   - (i) the Eligible Participant's length of service with the Group;
  
   - (ii) the contribution made by the Eligible Participant to the Group;
  
   - (iii) the potential contribution of the Eligible Participant to the Group; or
  
   - (iv) any other matter the Board considers relevant; and
  

• (b) impose conditions, including performance‐related conditions, on the right of a Participant to exercise any Option granted.

• 1.3 Upon the offer of Options to an Eligible Person, the Company will send the Eligible Participant an Application which must be signed by the Eligible Participant and returned to the Company within 14 days. Upon the Company receiving the Application for Options in the Company will issue the relevant number of Options to the Optionholder and issue the Optionholder with an Option Certificate.

2. Terms of the Offer of Options

• 2.1 No monies will be payable for the issue of the Options.

• 2.2 The Options shall expire on the Expiry Date which means the earlier of:

  • the date on which the holder ceases to be an Eligible Participant; or

  • such other date as the Board resolved.

• 2.3 Each Option shall carry the right in favour of an Option Holder to subscribe for one Share.

• 2.4 The exercise price of the Options shall be determined by the Board in its absolute discretion

• 2.5 The Board may, in its absolute discretion, impose performance hurdles on the exercise of Options by an Optionholder.

3. Exercise of Options

• 3.1 Subject to section 5 below, the Plan Options are only exercisable if at the time of the exercise the option holder is an Eligible Person.

• 3.2 The Plan Options are exercisable prior to the Expiry Date.

• 3.3 Other than listed series of options granted under this option plan, Options shall not be listed for official quotation on ASX.

• 3.4 All Shares issued upon the exercise of the Plan Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for the Shares issued upon the exercise of the Plan Options to be listed on ASX.

4. Issues, Adjustments and Reorganisation

• 4.1 Option holders will not be entitled to participate in new issues or pro rata issues of securities offered to Shareholders unless the Plan options are first exercised.

• 4.2 If there is a pro rata issue (except a bonus issue) to Shareholders, the exercise price of an Plan Option will be reduced according to the formula set out in ASX Listing Rule 6.22.

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• 4.3 In the event of a bonus issue of Shares being made pro‐rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Option.

• 4.4 The terms upon which Options will be granted will not prevent the Options being reorganised as required by the Listing Rules on the reorganisation of the capital of the Company.

5. Termination of Right to Exercise Option

• 5.1 Subject to the terms of the Offer made to a Participant, a Participant’s Options will lapse immediately and all rights in respect of those Options will thereupon be lost if, in respect of a Participant or an Offer:

• (a) the Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever (including without limitation resignation or termination for cause) and the Exercise Conditions have not been met;

• (b) the Exercise Conditions are unable to be met;

• (c) the Lapsing Date has passed; or

• (d) the deadline provided for in Rule 7.5 has passed, whichever is earlier.

• 5.2 If in respect of a Participant, the Relevant Person dies, becomes Permanently Disabled, resigns employment on the basis of retirement from the workforce or is made redundant by the relevant member of the Group, prior to the Lapsing Date of any Options granted to that Participant ( Ceasing Event ):

• (a) the Participant or the Participant’s legal personal representative, where relevant, may exercise those Options which at that date :

   - (i) have become exercisable
  
   - (ii) have not already been exercised; and
  
   - (iii) have not lapsed,
  

• (b) at the absolute discretion of the Board, the Board may resolve that the Participant, or the Participant's legal personal representative, where relevant, may exercise those Options which at that date:

  • (i) have not become exercisable; and

  • (ii) have not lapsed,

• (c) The Participant or the Participant’s legal personal representative (as the case may be) must exercise the Options referred to in Rule 7.6 (a)and, where permitted, Rule 7.6 (b), no earlier than First Quotation and not later than the first to occur of: (A) the Lapsing Date of the Options in question; and (B) the date which is 6 months after the Ceasing Event or 6 months after First Quotation (whichever occurs first) provided that in the case of Options referred to in Rule 7.6 (b), all Exercise Conditions have been met at that time (unless the Board decides to waive any relevant Exercise Conditions, in its absolute discretion).

Options which have not been exercised by the end of the period specified in Rule 7.6(c) (i) lapse immediately at the end of that period and all rights in respect of those Options will thereupon be lost.

Where the Lapsing Date for an Option the subject of this Rule 7.6 occurs before First Quotation, that Option lapses at the end of its Lapsing Date and all rights in respect of that Option will thereupon be lost notwithstanding the terms of this Rule 7.6.

6. Alteration to the Plan

• 6.1 Subject to and in accordance with the Listing Rules (including any waiver granted under such Listing Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of Shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Rules in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option granted before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

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