US1 CRITICAL MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

Sep 3, 2008

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NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at

Chancellor 4 Room, Citigate Perth Hotel 707 Wellington Street, Perth WA 6000 on 2 October 2008 commencing at 10.00 am WST

GLADIATOR RESOURCES LIMITED ACN 101 026 859

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Corporate Directory

Directors	John Palermo (Non‐Executive Chairman)
	Douglas Cunningham (Non‐Executive Director)
	John Hills (Executive Director)
	Mark O’Malley (Non‐Executive Director)
Company Secretary	John Palermo
Registered Office	Level 1, 284 Oxford Street
	Leederville WA 6007
	Telephone: 08 9443 1600
	Facsimile: 08 9443 2859
	Website: www.gladiatorresources.com.au
Auditor	RSM Bird Cameron Partners
	8 St Georges Terrace
	Perth WA 6000
Lawyers	Pullinger Readhead Lucas
	Level 2, 50 Kings Park Road
	West Perth WA 6005
Share Registry	Security Transfer Registrars Pty Ltd
	770 Canning Highway
	Applecross WA 6153
	Telephone: 08 9315 2333
ASX Code	GLA
	GLAO

Gladiator Resources Limited

Notice of General Meeting

Notice is given that a General Meeting of shareholders of Gladiator Resources Limited will be held at the Chancellor 4 Room Citigate Perth Hotel, 707 Wellington Street, Perth, Western Australia on Thursday, 2[nd] October, 2008 commencing at 10.00 am WST

1 Approval of Share Issue

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

That, for all purposes, Shareholders approve the issue of up to 30,000,000 Shares to the parties, for the purposes and on the terms set out in the Explanatory Statement.

Voting exclusion

Listing Rule 7.3, the Company will disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any of their associates.

Explanatory Statement

The Explanatory Statement accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of General Meeting and Explanatory Statement.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

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

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

“Snap-shot” Time

The Company has specified 5.00pm WST on 30[th] September, 2008 at which a “snap‐shot” of shareholders will be taken for the purpose of determining shareholder entitlements to vote at the meeting.

By Order of the Board of Directors

John Palermo Company Secretary Gladiator Resources Limited 1[st] September, 2008

Gladiator Resources Limited

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of General Meeting.

Resolution 1: Approval of Securities Issue

The Company proposes to issue up to 30,000,000 Shares at an issue price of 3.6 cents each. The issue of these Shares will be equal to approximately 42.7% of the Company’s fully‐ diluted share capital assuming no further issues of securities by the Company.

The intended use of the funds raised under the issue is as follows:

The intended use of the funds raised under the issue is a	s follows:
Use of Funds	$
Advancing work programs on existing tenements	$200,000
Pursuing acquisition of projects	$300,000
Working Capital	$508,000

Listing Rule 7.1 provides generally that a company may not issue shares or options to subscribe for shares equal to more than 15% of the company’s issued share capital in any 12 months without obtaining shareholder approval. Resolution 1 seeks this approval.

The Shares will be allotted and issued on as soon as possible but, in any case, not later than 3 months after the date of Shareholder approval to sophisticated investors and clients of Azure Capital Pty Ltd or such or such later date as approved by ASX. It is anticipated that they will be allotted progressively. However, the exact dates of allotment are unknown at this stage.

The Shares will be issued on terms and conditions contained in the Constitution which are summarised in Annexure A. The Company will apply to ASX for official quotation of the Shares.

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of the resolution. It will allow the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

Gladiator Resources Limited

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Glossary

In this Explanatory Statement, the following terms have the following meaning:

Annexure annexure to this Explanatory Statement. ASIC Australian Securities and Investments Commission. ASX ASX Limited trading as Australian Securities Exchange. Board board of Directors. Company Gladiator Resources Limited ACN 101 026 859. Constitution constitution of the Company. Corporations Act Corporations Act 2001 (Cth). Director Director of the Company. Share fully paid ordinary share in the capital of the Company. Shareholder shareholder of the Company.

Gladiator Resources Limited

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Annexure A

Terms of Shares

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights attaching to the shares of the Company. Full details are contained in the Constitution, available for inspection at the Company’s registered office.

(a) Share Capital

All issued ordinary shares rank equally in all respects.

(b) Voting Rights

At a general meeting of the Company, every holder of shares present in person, by an attorney, representative or proxy has one vote on a show of hands and on a poll, one vote for every fully paid share held, and for every contributing share held, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing share.

(c) Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the shareholders in proportion to the shares held by them respectively, according to the amount paid up or credited as paid up on the shares.

(d) Rights on Winding‐Up

Subject to the rights of holders with shares with special rights in a winding‐up (at present there are none), on a winding‐up of the Company all assets which may be legally distributed amongst the members will be distributed in proportion to the shares held by them respectively, according to the amount paid up or credited as paid up on the share.

(e) Transfer of Shares

Shares in the Company may be transferred by instrument in any form which complies with the Constitution, the Corporations Act, Listing Rules and ASTC Settlement Rules.

Shares may be transferred by such means in accordance with Listing Rules and the ASTC Settlement Rules. The Directors may refuse to register a transfer of shares only in those circumstances permitted by Listing Rules and ASTC Settlement Rules.

(f)

Calls on Shares

Shares issued as fully paid are not subject to any calls for payment by the Company and will not therefore become liable for forfeiture.

Gladiator Resources Limited

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(g) Further Increases in Capital

The allotment and issue of any new shares is under the control of the Directors and, subject to any restrictions on the allotment of shares imposed by the Constitution, Listing Rules or the Corporations Act, the Directors may allot, issue or grant options over or otherwise dispose of those shares to such persons, with such rights or restrictions as they may from time to time determine.

(h) Variation of Rights Attaching to Shares

Where shares of different classes are issued, the rights attaching to the shares of a class can thereafter only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or with the written consent of the holders of at least three quarters of the issued shares of that class.

(i) General Meeting

Each shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to shareholders under the Constitution, the Corporations Act and Listing Rules.

Gladiator Resources Limited

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Gladiator Resources Limited

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Proxy Form

GLADIATOR RESOURCES LIMITED ACN 101 026 859

Shareholder Details

Name: ………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of Gladiator Resources Limited and entitled to attend and vote hereby appoint

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The Chairman of the meeting OR

(mark with an ‘X’)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Gladiator Resources Limited to be held at The Chancellor 4 Room, Citigate Perth Hotel, 707 Wellington Street, Perth, Western Australia on 2[nd] October 2008 at 10 am WST and at any adjournment of that meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an ‘X’. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

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Voting directions to your proxy – please mark

to indicate your directions

For Against Abstain*

Resolution 1. Approval of Share Issue

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

Gladiator Resources Limited

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning John Palermo on 08 9443 1600 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at Level 1, 284 Oxford Street, Leederville, WA, 6007 or sent by facsimile to the registered office on 08 9443 2859.

Gladiator Resources Limited