ORBMINCO LIMITED — AGM Information 2011

Oct 24, 2011

AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

NOTICE OF ANNUAL GENERAL MEETING

TIME : 4:00pm (WST) DATE : 25 November 2011 PLACE : 572 Hay Street Perth, WA, 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Ms Nerida Schmidt on +61 (0) 411 709 472

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	8
Proxy Form	9

TIME AND PLACE O F MEETING AND HO W TO VO TE

1.1 VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 4:00pm (WST) on 25 November 2011 at:

572 Hay Street Perth WA 6000

1.2 YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

1.3 VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

1.4 VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) deliver the proxy form by hand to the Company’s registered office at 572 Hay Street, Perth, Western Australia;

• (b) mail the proxy form to the Company’s registered office at PO Box 1788, West Perth, WA, 6872;

• (c) send the proxy from by facsimile to the Company on facsimile number +61 8 9325 5574,

so that it is received not later than 4.00pm (WST) on 23 November 2011.

Proxy Forms received later than this time will be invalid.

New Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they apply to this Annual General Meeting.

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and if it does:

• (a) The proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed);

• (b) If the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (c) If the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (ie as directed); and

• (d) If the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that if:

• (a) An appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (b) The appointed proxy is not the chair of the meeting;

• (c) At the meeting a poll is duly demanded on the resolution; and

• (d) Either of the following applies:

• The proxy is not recorded as attending the meeting; or

• The proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 4:00pm (WST) on 25 November 2011 at 572 Hay Street, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5pm (WST) on 23 November 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the financial statements of the Company for the period ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2011.”

Voting Prohibition Statement:

A vote on this resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• a) A member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

• b) A Closely Related Party of such a member.

However a person described above may vote on this resolution if:

• c) The person does so as a proxy appointed by writing that specifies how the proxy is to vote on this resolution; and

• d) The vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – ADOPTION OF NEW CONSTITUTION

To consider and, if thought fit, to pass, with or without amendment, as a special resolution :

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"That, for the purposes of Section 136(1)(b) of the Corporations Act and for all other purposes, the rules contained in the printed document tabled at the meeting and signed by the Chairman for identification purposes be approved and adopted as the constitution of the Company, with effect from the day immediately following the day upon which this resolution is passed, in substitution for and to the exclusion of the existing constitution of the Company."

3. RESOLUTION 3 – RE-ELECTION OF A DIRECTOR – MR GREG BARNS

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

“That, Mr Greg Barns, being a Director of the Company who retires in accordance with clause 11.3 of the Constitution and, being eligible for re-election, is re-elected as a Director of the Company.”

4. RESOLUTION 4 – RE-ELECTION OF A DIRECTOR – MR DON FALCONER

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

“That, Mr Don Falconer, being a casual vacancy appointee to the Board of Directors, who retires in accordance with clause 11.6 of the Constitution and being eligible for re-election, is re-elected as a Director of the Company.”

5. RESOLUTION 5 – RE-ELECTION OF A DIRECTOR – MR SIMON JACKSON

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

“That, Mr Simon Jackson, being a casual vacancy appointee to the Board of Directors, who retires in accordance with clause 11.6 of the Constitution and being eligible for re-election, is re-elected as a Director of the Company.”

OTHER BUSINESS

To transact any other business that may be legally brought forward.

DATED: 21 OCTOBER 2011 BY ORDER OF THE BOARD

NERIDA SCHMIDT AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 4:00pm (WST) on 25 November 2011 at 572 Hay Street, Perth, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – REMUNERATION REPORT

The Remuneration Report is set out in the Director’s Report in the Company’s 2011 Annual Report. It is also available on the Company’s website at www.ausamerican.com

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Any undirected proxies held by the Chairman of the Meeting, other Directors or other Key Management Personnel or their closely related parties for the purposes of Resolution 1 will not be voted on Resolution 1.

The Company encourages all Shareholders to cast their vote in relation to Resolution 1 and if Shareholders chose to appoint a proxy, Shareholders are encouraged to direct their proxy how to vote on Resolution 1 by marking either "For", Against" or Abstain on the Proxy Form.

2. RESOLUTION 2 – ADOPTION OF NEW CONSTITUTION

It is proposed that the Shareholders adopt a new constitution for the Company. The Directors believe that it is an appropriate time for Shareholders to adopt a new Constitution that reflects the current position of the Directors and Shareholders, as well as the current legal and regulatory framework. In addition the new constitution provides for the annual election of all directors.

Under Section 136(1) of the Corporations Act, an alteration or adoption of a new Constitution requires a special resolution to be passed.

A full copy of the proposed new constitution will be provided free of charge to a Shareholder who requests a copy prior to the Annual General Meeting. It is also available on the Company Announcements page of the ASX website (www.asx.com.au) and the company's website (www.ausamerican.com)

3. RESOLUTION 3 – RE -ELEC TION OF D IRECTOR MR GREG BARNS

Pursuant to Article 11.3 of the Constitution of the Company and ASX Listing Rule 14.4 a director must not hold office (without re-election) for longer than 3 years or the

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third annual general meeting after their appointment (whichever is the later). A retiring director is eligible for re-election.

Pursuant to Resolution 3, Mr Greg Barns retires in accordance with the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

4. RESOLUTION 4 – RE -ELEC TION OF D IRECTOR MR DON FALCONER

Clause 11.6 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

In accordance with Clause 11.6 of the Constitution and ASX Listing Rule 14.4, any director appointed to fill a casual vacancy or as an additional director holds office until the next annual general meeting of Shareholders and is then eligible for reelection.

Mr Don Falconer was appointed as Director of the Company effective from 28 February 2011. Pursuant to Resolution 4, Mr Falconer retires at this annual general meeting in accordance with the Constitution, and being eligible, has offered himself for re-election.

5. RESOLUTION 5 – RE -ELEC TION OF D IRECTOR MR SIMON JAC KSON

Clause 11.6 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

In accordance with Clause 11.6 of the Constitution and ASX Listing Rule 14.4, any director appointed to fill a casual vacancy or as an additional director holds office until the next annual general meeting of Shareholders and is then eligible for reelection.

Mr Simon Jackson was appointed as Director of the Company effective from 28 February 2011. Pursuant to Resolution 5, Mr Jackson retires at this annual general meeting in accordance with the Constitution, and being eligible, has offered himself for re-election.

6. DIRECTOR'S RECOMMENDATIONS

The directors of the Company unanimously recommend that shareholders vote in favour of the above resolutions.

7. ENQUIRIES

Shareholders are required to contact Nerida Schmidt on +61 (0) 411 709 472 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.

Company means Australian-American Mining Corporation Limited (ACN 073 155 781).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting or Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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PROXY FORM

APPOINTMENT OF PROXY AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

GENERAL MEETING

I/We

of

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being a member of Australian-American Mining Corporation Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 4:00pm am (WST), on 25 November 2011 at 572 Hay Street, Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolutions please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chair of the General Meeting for the Resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Remuneration Report Resolution 2 – Adoption of new Constitution Resolution 3 – Re-election of a Director – Mr Greg Barns Resolution 4 – Re-election of a Director – Mr Don Falconer Resolution 5 – Re-election of a Director – Mr Simon Jackson

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

6. ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

( Return of Proxy Form ): To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) deliver the proxy form by hand to the Company’s registered office at 572 Hay Street, Perth, Western Australia;

• (b) mail the proxy form to the Company’s registered office at PO Box 1788, West Perth, WA, 6872;

• (c) send the proxy from by facsimile to the Company on facsimile number +61 8 9325 5574,

so that it is received not later than 4.00pm (WST) on 23 November 2011.

Proxy forms received later than this time will be invalid.

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