Australian-American Mining Corporation Limited ACN 073 155 781

Notice of Annual General Meeting

Time : 11.00 am (WST) Date : 29 November 2013 Location : Level 4, 105 St Georges Terrace 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, Mr Jim Malone on +61 8 9481 0799

Contents Page

Notice of Annual General Meeting (setting out the proposed resolutions)	1 - 5
Explanatory Statement (explaining the proposed resolutions)	6 - 19
Glossary	20
Schedule 1 - Terms and conditions of Options	21 - 22
Annexure A - Notice of nomination of auditor	23
Proxy Form	24

Time and place of meeting and how to vote

1.1 Venue

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am (WST) on 29 November 2013 at:

Level 4, 105 St Georges Terrace 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 enclosed Proxy Form and return:

(a) by post to 572 Hay Street, Perth, WA 6000; or
(b) by facsimile to +61 08 9481 1927.

so that it is received not later than 11am (WST) on 27 November 2013.

Proxy Forms received later than this time will be invalid.

Page 1

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders will be held at 11am (WST) on 29 November 2013 at Level 4, 105 St Georges Terrace, 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 27 November 2013.

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 2013 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 2013. ”

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:

(a) the person does so as a proxy; and
(b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and
(c) either:
(1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
(2) the voter is the chair of the meeting and the appointment of the chair as proxy:
- (A) does not specify the way the proxy is to vote on the resolution; and

Page 2

(B) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

2. Resolution 2 – 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 Director of the Company who retires in accordance with clause 6.3(a) of the Constitution and being eligible for re-election, is re-elected as a Director of the Company.”

3. Resolution 3 – Re-election of a director – Mr Richard Holmes

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

“That, Mr Richard Holmes, being a Director of the Company who retires in accordance with clause 6.3(a) 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 Peter Landau

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

“That, Mr Peter Landau, being a Director of the Company who retires in accordance with clause 6.3(a) 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 Ben Mead

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

“That, Mr Ben Mead, being a Director of the Company who retires in accordance with clause 6.3(a) of the Constitution and being eligible for re-election, is re-elected as a Director of the Company.”

6. Resolution 6 - Approval of 10% Placement Facility

To consider and, if thought fit, pass the following as a special resolution :

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) or any of their associates. However, 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

7. Resolution 7 – Ratification of issue of 3,000,000 shares

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

Page 3

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of and allotment of a total of 3,000,000 ordinary shares on 30 August 2013 be ratified."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who has participated in the issue or any of their associates. However, 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

8. Resolution 8 – Ratification of issue of 2,300,000 shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of and allotment of a total of 2,300,000 ordinary shares on 11 October 2013 be ratified."

9. Resolution 9 – Ratification of issue of 36,000,000 shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of and allotment of a total of 36,000,000 ordinary shares on or about 30 October 2013 be ratified."

10. Resolution 10 – Ratification of issue of options

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 15,000,000 options exercisable at $0.03 each on or before 30 June 2016 on the terms set out in the explanatory statement and issued on 6 September 2013 be ratified."

11. Resolution 11 – Approval to issue Shares in lieu of Director’s Fees to Mr Jim Malone or his nominee

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,437,500 Shares to Mr Jim Malone or his nominee in lieu of Director’s fees and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Malone or his nominee and any of his associates. However, 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 direction on the proxy

Page 4

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

12. Resolution 12 - Approval to issue Shares in lieu of Director’s Fees to Mr Donald Falconer or his nominee

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,822,916 Shares to Mr Donald Falconer or his nominee in lieu of Director’s fees and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Falconer or his nominee and any of his associates. However, 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

13. Resolution 13 - Appointment of Company’s Auditor

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

“That, subject to Grant Thornton receiving the consent of ASIC for it to resign as the Company’s auditor in accordance with section 329(5) of the Corporations Act ( ASIC Consent ), the Company is authorised to appoint BDO Audit (WA) Pty Ltd ABN 79 112 284 787 to act as the Company’s auditor with effect from the date of this AGM or such other date specified by the ASIC Consent.”

14. Resolution 14 – Change Of Company Name

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

“For the purposes of section 157 of the Corporations Act and for all other purposes, approval is given to the Company changing its name to AusAmerican Mining Limited”.

15. Resolution 14 – Section 195 Approval

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

"That, in accordance with section 195(4) of the Corporations Act and for all other purposes, Shareholders approves and authorise the Directors to complete the matters contemplated in this Notice of Meeting.”

Other business

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

DATED: 28 OCTOBER 2013 BY ORDER OF THE BOARD

JIM MALONE AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED COMPANY SECRETARY

Page 5

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 11am (WST) on 29 November 2013 at Level 4, 105 St Georges Terrace, 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 2013 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.

There are restrictions on members of the Key Management Personnel and their Closely Related Parties (in any capacity) and their proxies voting on Resolution 1, details of which are set out in the voting exclusion statement included in Resolution 1 of the Notice of 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 be voted in favour of Resolution 1, subject to compliance with the Corporations Act.

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, or where the Chairman is appointed as proxy, by marking the applicable box in the Proxy Form directing the Chairman to vote in accordance with the Chairman's voting intentions.

2. Resolution 2 – Re-election of director Mr Don Falconer

Pursuant to Article 6.2(a) of the Constitution of the Company, at each AGM of the Company, all of the Directors shall retire from office. Pursuant to Article 6.3(b), a retiring Director is eligible for reelection.

Pursuant to Resolution 2, Mr Don Falconer retires in accordance with the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

Details of the qualifications and experience of Mr Falconer are contained in the Company’s 2013 Annual Report.

The Directors, other than Mr Falconer whose election is the subject of Resolution 2, recommend that Shareholders vote in favour of Resolution 2.

3. Resolution 3 – Re-election of Director Mr Richard Holmes

Pursuant to Article 6.2(a) of the Constitution of the Company, at each AGM of the Company, all of the Directors shall retire from office. Pursuant to Article 6.3(b), a retiring director is eligible for reelection.

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

Page 6

Details of the qualifications and experience of Mr Holmes are contained in the Company’s 2013 Annual Report.

The Directors, other than Mr Holmes whose election is the subject of Resolution 3, recommend that Shareholders vote in favour of Resolution 3.

4. Resolution 4 – Re-election of Director Mr Peter Landau

Pursuant to Resolution 4, Mr Peter Landau retires in accordance with the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

Details of the qualifications and experience of Mr Landau can be found on the Company’s website.

The Directors, other than Mr Landau whose election is the subject of Resolution 4, recommend that Shareholders vote in favour of Resolution 4.

5. Resolution 5 – Re-election of Director Mr Ben Mead

Pursuant to Resolution 5, Mr Ben Mead retires in accordance with the Constitution and being eligible for re-election, offers himself for re-election at the Meeting.

Details of the qualifications and experience of Mr Mead can be found on the Company’s website.

The Directors, other than Mr Mead whose election is the subject of Resolution 5, recommend that Shareholders vote in favour of Resolution 5.

6. Resolution 6 - Approval of 10% Placement Facility

6.1 Introduction

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the eligible entity's AGM ( 10% Placement Facility ). The 10% Placement Facility is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity for the purposes of Listing Rule 7.1A.

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the period up to 12 months after the Meeting without subsequent Shareholder approval and without using the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Directors recommend that Shareholders vote in favour of this Resolution.

Page 7

6.2 Summary of ASX Listing Rule 7.1A

(a) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. At the date of this Notice, the Company has one class of quoted Equity Securities, being its Shares.

(b) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

( )

Where:

A is the number of shares on issue 12 months before the date of issue or agreement:
(a) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the 12 months;
(c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(d) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.
(c) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has a capacity to issue:

(1) nil Shares under Listing Rule 7.1; and
(2) subject to Shareholder approval being obtained under Resolution 6, 726,133 Shares under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(b) above).

Page 8

(d) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 ASX trading days immediately before:

(1) the date on which the price at which the Equity Securities are to be issued is agreed; or
(2) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 6.2(e)(i), the date on which the Equity Securities are issued.
(e)
10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:

(1) the date that is 12 months after the date of the AGM at which the approval is obtained; or
(2) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

(f) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

6.3 Information required by ASX Listing Rule 7.3A

ASX Listing Rule 7.3A sets out a number of matters which must be included in a notice of meeting seeking an approval under ASX Listing Rule 7.1A. The following information is provided for the purposes of Listing Rule 7.3A:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 ASX trading days immediately before:
(1) the date on which the price at which the Equity Securities are to be issued is agreed; or
(2) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 6.3(a)(i), the date on which the Equity Securities are issued.
(b) If the Company issues Equity Securities under the 10% Placement Facility, existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:
(1) the market price for the Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(2) the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A"

Page 9

calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

(1) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
(2) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

			Dilution
		50% decrease in Current Issue Price
				100% increase in Current Issue Price
Variable "A" (in listing rule 7.1A.2)			Current Issue Price




		$0.0045	$0.009	$0.018
	10% dilution- Shares issued	22,784,881	22,784,881	22,784,881
Current Variable "A"

	Funds raised	$102,532	$205,064	$410,128
227,848,811 Shares

	10% dilution- Shares issued	34,177,321	34,177,321	34,177,321
50% increase in current Variable "A"

341,773,217 Shares	Funds raised	$153,798	$307,596	$615,192
	10% dilution- Shares issued	45,569,762	45,569,762	45,569,762
100% increase in current Variable "A"

455,697,622 Shares	Funds raised	$205,064	$410,128	$820,256

The table has been prepared on the following assumptions:

(1) the current issue price is $0.009, being the closing price of the Company's Shares on ASX on 22 October 2013;
(2) the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;
(3) no Options are exercised into Shares before the date of the issue of the Equity Securities;
(4) the 10% dilution reflects the aggregate percentage voting dilution against the issued share capital at the time of issue. This is why the dilution is shown in each example as 10%;
(5) the table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting;
(6) the table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2

Page 10

(a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

(d) The Company may seek to issue the Equity Securities for the following purposes:
(1) as non-cash consideration for the acquisition of new resources, assets and investments (including expenses associated with such acquisitions). In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(2) for cash consideration in which case the Company intends to use the funds raised towards the acquisition of new resources, assets or investments (including expense associated with such acquisitions).

Although the Company may seek to issue Equity Securities for the acquisition of new resources, assets and investments (including expenses associated with such acquisitions), the particular resources, assets and investments which may be acquired by the Company have yet to be ascertained.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(1) the purpose of the issue;
(2) alternative methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(3) the effect of the issue of the Equity Securities on the control of the Company;
(4) the circumstances of the Company, including, but not limited to, the financial situation and solvency of the Company; and
(5) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company. Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources, assets or investments.

(f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 30 November 2012 ( 2012 AGM ). In accordance with Listing Rule 7.3A.6, the Company confirms that since the 2012 AGM, the Company has issued a total of 204,916,263 Equity Securities, representing 96.06% of the total number of Equity Securities on issue 12 months prior to the date of this Meeting, details of which are as follows:
(1) An issue on 3 December 2012 of 6,350,000 Options exercisable at $0.09 per Share on or before 1 March 2015 (subject to vesting conditions) to consultants and employees of the Company. The options were issued for nil consideration;
(2) An issue on 3 December 2012 of 14,000,000 Performance Rights to directors of the Company. The performance rights were issued for nil consideration;
(3) An issue on 12 December 2012 of 15,000,000 Shares at an issue price of $0.03 (representing a discount of 9.09% to the then-current market price). The consideration was applied to pay out outstanding convertible securities;

Page 11

(4) An issue on 2 January 2013 of 2,226 Shares at an issue price of $0.03 (representing a discount of 11.76% to the then-current market price). The consideration was applied to advance drilling and exploration at the company’s Bluebell and De Soto copper/gold/silver project in Arizona;
(5) An issue on 12 February 2013 of 21,558,533 Shares at an issue price of $0.042 (representing a discount of 6.66% to the then-current market price). The consideration was applied to advance drilling and exploration at the company’s Bluebell and De Soto copper/gold/silver project in Arizona;
(6) An issue on 2 April 2013 of 600,000 Options exercisable at $0.09 per Share on or before 1 March 2015 (subject to vesting conditions) to consultants and employees of the Company. The options were issued for nil consideration;
(7) An issue on 3 April 2013 of 10,779,267 Options exercisable at $0.09 per Share on or before 1 March 2015. The Options were issued for nil consideration as free attaching options pursuant to the placement undertaken by the Company on 12 February 2013;
(8) An issue on 3 April 2013 of 11,000,000 Options exercisable at $0.09 per Share on or before 1 March 2015 to Peloton Capital Pty Ltd, DJ Carmichael Pty Ltd and Keo Projects Pty Ltd. The Options were issued for nil consideration as part of professional fees payable to Peloton Capital Pty Ltd, DJ Carmichael Pty Ltd and Keo Projects Pty Ltd. Based on the Company’s Share price of $0.009 as at 25 October 2013, the Black Scholes valuation of the Options was $11,000;
(9) An issue on 3 May 2013 of 45,698,166 Shares at an issue price of $0.028 (representing a premium of 7.69% to the then-current market price). The consideration was applied to advance drilling and exploration at the company’s Bluebell and De Soto copper/gold/silver project in Arizona;
(10) An issue on 27 June 2013 of 19,503,071 Options exercisable at $0.09 per Share on or before 1 March 2015. The Options were issued for nil consideration as free attaching options pursuant to the placement undertaken by the Company;
(11) An issue on 27 June 2013 of 3,000,000 Options exercisable at $0.09 per Share on or before 1 March 2015 to DJ Carmichael Pty Ltd. The Options were issued for nil consideration as part of professional fees payable to DJ Carmichael Pty Ltd. Based on the Company’s Share price of $0.009 as at 25 October 2013, the Black Scholes valuation of the Options was $3,000;
(12) An issue on 30 August 2013 of 3,000,000 Shares to The Australian Special Opportunity Fund, LP ( ASOF ). The Shares were issued for nil consideration as part of the fee payable to ASOF for a loan advanced to the Company. Based on the Company’s Share price of $0.009 as at 25 October 2013, the Shares were valued at $27,000;
(13) An issue on 30 August 2013 of 750,000 Shares at an issue price of $0.028 (representing a premium of 86.66% to the then-current market price). The consideration was applied to advance drilling and exploration at the company’s Bluebell and De Soto copper/gold/silver project in Arizona;
(14) An issue on 30 August 2013 of 375,000 Options exercisable at $0.09 per Share on or before 1 March 2015. The Options were issued for nil consideration as free attaching options pursuant to the placement undertaken by the Company;
(15) An issue on 6 September 2013 of 15,000,000 Options exercisable at $0.03 per Share on or before 30 June 2016 (subject to vesting conditions). The Shares were issued for nil consideration as a fee for introducing the Victoria Copper project to the Company. Based on the Company’s Share price of $0.009 as at 25 October 2013, the Black Scholes valuation of the Options was $75,000;
(16) An issue on 11 October 2013 of 2,300,000 Shares to ASOF. The Shares were issued for nil consideration as part of the fee payable to ASOF for a loan advanced

Page 12

to the Company. Based on the Company’s Share price $0.009 as at 25 October 2013, of the Shares were valued at $20,700; and

(17) An issue on or about 30 October 2013 of 36,000,000 shares at an issue price of $0.01 per share (representing an 11% premium to the then-current market price). The consideration will be used to advance the Victoria copper mine in Nevada.
(g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7. Resolution 7 – Ratification of issue of 3,000,000 shares

Resolution 7 seeks Shareholder ratification for the issue of 3,000,000 Shares on 30 August 2013 to ASOF.

The Shares were issued for nil consideration as a fee payable to ASOF for loaning the company $200,000 in September 2013.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue Equity Securities in any 12 month period which amount to more than 15% of the company’s ordinary securities on issue at the commencement of that period without shareholder approval.

The exception to this rule contained in Listing Rule 7.4 provides an issue made within the 15% limit will be treated as having been made with the approval of shareholders under Listing Rule 7.1 if subsequently approved by shareholders, thereby ‘refreshing’ the company’s ability to issue shares within the 15% limit, and restoring the company’s ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.

While the Shares described in this Resolution 7 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Shares the subject of this Resolution 7:

(a) the number of shares issued and allotted by the Company was 3,000,000;
(b) the Shares were issued for nil cash consideration and as such no funds were raised from the issue of shares;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank pari passu with the Company’s existing Shares;
(d) the Shares were issued to the Australian Special Opportunity Fund LP; and
(e) a voting exclusion statement is included in the Notice.

The Directors recommend that Shareholders vote in favour of this Resolution.

8. Resolution 8 – Ratification of issue of 2,300,000 shares

Resolution 8 seeks Shareholder ratification for the issue of 2,300,000 Shares on 11 October 2013 to ASOF.

The Shares were issued for nil consideration as a fee payable to ASOF for loaning the company $150,000 in October 2013.

Page 13

While the Shares described in this Resolution 8 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

(a) the number of Shares issued and allotted by the Company was 2,300,000;
(b) the Shares issued were fully paid ordinary shares in the capital of the Company and rank pari passu with the Company’s existing Shares;;
(c) the Shares were issued for nil cash consideration and as such no funds were raised from the issue of shares.
(d) the Shares were issued to the Australian Special Opportunity Fund LP; and
(e) A voting exclusion statement is included in the Notice.

The Directors recommend that Shareholders vote in favour of this Resolution.

9. Resolution 9 – Ratification of issue of 36,000,000 shares

Resolution 9 seeks the shareholder ratification for the issue of 36,000,000 Shares that the Company made on or about 30 October 2013.

While the Shares described in this Resolution 9 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

(a) the number of Shares issued and allotted by the Company was 36,000,000;
(b) the Shares were issued at an issue price of $0.01 per Share;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank pari passu with the Company’s existing Shares;

Page 14

(d) the Shares were issued to various sophisticated investors, none of whom were related parties of the Company;
(e) the funds raised from the issue of the Shares will be used to provide funding for the Company’s working capital requirements; and
(f) a voting exclusion statement is included in the Notice.
The Directors recommend that Shareholders vote in favour of this Resolution.

10. Resolution 10 – Ratification of issue of options

Resolution 10 seeks shareholder ratification for the issue and allotment of 15,000,000 options exercisable at $0.03 on or before 30 June 2016 on the terms set out in the explanatory statement and issue on 6 September 2013.

While the Options described in this Resolution 10 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Options for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Options the subject of this Resolution 10:

(a) the number of Options issued and allotted by the Company was 15,000,000 Options;
(b)
the Options were issued and allotted on 6 September 2013;
(c) the Options were issued for nil consideration and as such no funds were raised from the grant of the Options. If all Options issued pursuant to Resolution 10 are exercised, total funds of $450,000 would be received by the Company;
(d) the terms of the Options are set out in Schedule 1 and the key terms of the Options are as follows:
(1) each Option entitles the holder to subscribe for one Share;
(2) the exercise price for the Options is $0.03 per Option;
(3) upon exercise of the Options, Shares allotted will rank equally with the other Shares of the Company;
(4) the Options issued to each recipient will vest on the following basis:
- (A) one third on the signing of definitive agreement to purchase the Victoria Copper mine;
- (B) one third on acquiring project finance for the Victoria copper mine; and
- (C) one third on the commencement of mining at the Victoria copper mine.
(e) the expiry date for the Options is 30 June 2016;

Page 15

(f) the Options were issued to the following parties:

Recipient	Number of Options
Ben Mead	8,000,000
Greg Barns	5,500,000
Ageicion Pty Ltd	1,000,000
Peter Stephan	500,000
Total	15,000,000

(g) none of the recipients of Options were related parties of the Company at the time the Options were issued; and
(h) a voting exclusion statement is included in the Notice.

The Directors recommend that Shareholders vote in favour of this Resolution.

11. Resolution 11 – Approval to issue Shares in lieu of Director’s Fees to Mr Jim Malone or his nominee

Resolution 11 seeks Shareholder approval for the issue of Shares to a Director, being Mr Jim Malone, in lieu of the Company paying outstanding Directors’ fees of $44,000 to Mr Malone.

Listing Rule 10.11 requires a company to obtain Shareholder approval by ordinary resolution prior to issuing or agreeing to issue Equity Securities to a related party of the Company, unless one of the exceptions in Listing Rule 10.12 applies.

For the purpose of this Notice and in accordance with section 228 of the Corporations Act, a related party of the Company includes:

(a) a Director; and
(b) an entity controlled by a Director.

Accordingly, Mr Malone is a related party for the purposes of Listing Rule 10.11.

Approval pursuant to Listing Rule 7.1 is not required in order to issue the Shares the subject of Resolution 11 as approval is being obtained under Listing Rule 10.11.

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party without obtaining the approval of the company's shareholders, unless one of a number of exceptions applies.

A "financial benefit" is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities.

Section 211(1) of the Corporations Act provides that shareholder approval is not needed to give a financial benefit if:

(a) the benefit is remuneration to a related party as an officer or employee of the public company; and
(b) to give the remuneration would be reasonable given the circumstances.

As the issue of Shares to Mr Malone or his nominee is remuneration equivalent to the payment of $44,000, the issue of the Shares does not need Shareholder approval pursuant to Chapter 2E. Accordingly, the Company is not seeking Shareholder approval for the purposes of Chapter 2E in respect of the Shares proposed to be issued to Mr Malone. In the current circumstances, the Board has decided to preserve the Company’s existing cash reserves and accordingly, Mr Malone elected to take payment for services to the Company as equity.

Page 16

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under Listing Rule 10.11. For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 11

(a) the proposed allottee of the securities to be issued pursuant to Resolution 11 is Mr Malone or his nominee;
(b) the number of Shares to be issued to Mr Malone or his nominee is 3,437,500 Shares;
(c) the issue of the Shares will occur within 1 month of the date of the Annual General Meeting;
(d) Mr Malone is a director of the Company and as such is a related party of the Company;
(e) the Shares will be issued for at a deemed issue price of $0.0128 each per Share, being the volume weighted average price for the Company’s Shares during the period from 1 July 2013 to 16 October 2013;
(f) the Shares will rank equally with all other Shares on issue;
(g) a voting exclusion statement is included in the Notice of Meeting; and
(h) the issue of the Shares will be in satisfaction of Director’s fees that are due and payable to Mr Malone and therefore no funds will be raised from the issue.

The Directors, other than Mr Malone, recommend that Shareholders vote in favour of Resolution 11.

12. Resolution 12- Approval to issue Shares in lieu of Director’s Fees to Mr Donald Falconer or his nominee

Resolution 12 seeks Shareholder approval for the issue of Shares to a Director, being Mr Donald Falconer, in lieu of the Company paying outstanding Directors’ fees of $23,333 to Mr Falconer.

For the purpose of this Notice and in accordance with section 228 of the Corporations Act, a related party of the Company includes:

(a) a Director; and
(b) an entity controlled by a Director.

Accordingly, Mr Falconer is a related party for the purposes of Listing Rule 10.11.

Approval pursuant to Listing Rule 7.1 is not required in order to issue the Shares the subject of Resolution 12 as approval is being obtained under Listing Rule 10.11.

A "financial benefit" is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities.

Section 211(1) of the Corporations Act provides that shareholder approval is not needed to give a financial benefit if:

(a) the benefit is remuneration to a related party as an officer or employee of the public company; and

Page 17

(b) to give the remuneration would be reasonable given the circumstances.

As the issue of Shares to Mr Falconer or his nominee is remuneration equivalent to the payment of $23,333, the issue of the Shares does not need Shareholder approval pursuant to Chapter 2E. Accordingly, the Company is not seeking Shareholder approval for the purposes of Chapter 2E in respect of the Shares proposed to be issued to Mr Falconer. In the current circumstances, the Board has decided to preserve the Company’s existing cash reserves and accordingly, Mr Falconer elected to take payment for services to the Company as equity.

(a) the proposed allottee of the securities to be issued pursuant to Resolution 12 is Mr Falconer or his nominee;
(b) the number of Shares to be issued to Mr Falconer or his nominee is 1,822,916 Shares;
(c) the issue of the Shares will occur within 1 month of the date of the Annual General Meeting;
(d) Mr Falconer is a director of the Company and as such is a related party of the Company;
(e) the Shares will be issued for at a deemed issue price of $0.0128 each per Share, being the volume weighted average price for the Company’s Shares during the period from 1 July 2013 to 16 October 2013;
(f) the Shares will rank equally with all other Shares on issue;
(g) a voting exclusion statement is included in the Notice of Meeting; and
(h) the issue of the Shares will be in satisfaction of Director’s fees that are due and payable to Mr Falconer and therefore no funds will be raised from the issue.

The Directors, other than Mr Falconer, recommend that Shareholders vote in favour of Resolution 12.

13. Resolution 13 - Appointment of Company’s Auditor

The Company’s current auditor, the firm Grant Thornton, has agreed to resign as the Company’s auditor. In accordance with section 329(5) of Corporations Act, Grant Thornton has requested the consent of ASIC to resign with effect from this AGM ( ASIC Consent ).

Subject to Grant Thornton receiving ASIC Consent, upon receiving a formal notice of resignation ( Notice of Resignation ) from Grant Thornton, the Company will lodge the Notice of Resignation with ASIC in accordance with section 329(11) of the Corporations Act.

The Company has received a nomination ( Notice of Nomination ) for the appointment of the firm BDO Audit (WA) Pty Ltd ABN 79 112 284 787 ( BDO ) from a Shareholder under section 328B of the Corporations Act. In accordance with section 328B(3) of the Corporations Act a copy of the Notice Of Nomination is enclosed in Annexure A and has also been sent to Grant Thornton and BDO.

In accordance with section 328A. the firm, BDO has provided consent in writing to act as the auditor of the Company, subject to the ASIC Consent.

Accordingly, subject to the ASIC Consent and Notice of Resignation being provided, the Company seeks Shareholders’ approval to appoint the firm BDO as the auditor of the Company to fill the vacancy of the Grant Thornton, in accordance with section 327B and on any terms required by the ASIC Consent.

If Resolution 13 is passed, the resignation of the firm Grant Thornton and appointment of the firm BDO will take effect on the date of this Annual General Meeting or such other date as specified in the ASIC Consent.

Page 18

The Board recommends that Shareholders vote in favour of Resolution 13.

14. Resolution 15 – Change Of Company Name

Section 157(1) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name and lodges an application in the prescribed form with ASIC.

Resolution 15 seeks the approval of Shareholders for the Company to change its name to AusAmerican Mining Ltd.

The Board proposes this change of name on the basis that the new name is an abbreviation of the current, long winded name.

If Resolution 15 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change. The change of name will take effect when ASIC alters the details of the Company’s registration.

15. Resolution 14 – Section 195 Approval

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which the director holds a ‘material personal interest’ are being considered.

Some of the Directors may have a material personal interest in the outcome of some of the Resolutions. In the absence of this Resolution 13, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of the various Resolutions.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

16. Enquiries

Shareholders are required to contact Jim Malone on +61 8 9481 0799 if they have any queries in respect of the matters set out in these documents.

Page 19

Glossary

$ means Australian dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2(e).

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.

Closely Related Party has the same meaning as in the Corporations Act.

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.

Equity Securities has the same meaning as in the ASX Listing Rules.

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.

Page 20

Schedule 1 - Terms and conditions of options – Resolution 10

The terms and conditions of the Options the subject of Resolution 10 are as follows:

(a) Exercise Price

The exercise price of each Option is 3 cents per Share;

(b) Entitlement

Each Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

(c)

Option Period

The Options will expire at 5.00pm WST on 30 June 2016. Subject to clause (g) and (h), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(d) Ranking of Share Allotted on Exercise of Option

Each Share allotted as a result of the exercise of any Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of allotment.

(e) Voting

A registered owner of an Option ( Option Holder ) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, a member of the Company.

(f)

Transfer of an Option

Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.

(g) Vesting conditions

The Options issued to each recipient will vest on the following basis:

(1) one third on the signing of definitive agreement to purchase the Victoria copper mine;
(2) one third on acquiring project finance for the Victoria copper mine; and
(3) one third on the commencement of mining at the Victoria copper mine.

(h) Method of Exercise of an Option

(1) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ( Notice of Exercise of Options ). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of Ordinary Shares in the capital of the Company to be allotted.
(2) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed, being an amount of 3 cents ($0.03) per Share.
(3) Subject to paragraph (g)(i) above, the exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.

Page 21

(4) Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(5) The Company will within 3 business days from the date of issue and allotment of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(6) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(i) ASX Listing

(1) The Options will be unlisted.
(2) Following the exercise of an Option, the Company will apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

(j) Reconstruction

In the event of a reconstruction (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

(k) Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least nine (9) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(l) No Change of Options Exercise Price or Number of Underlying Shares

There are no rights to change the exercise price of the Options or the number of underlying Shares.

Page 22

Attachment 1 – Notice of Nomination

13 October 2013

The Company Secretary

Australian-American Mining Corporation Limited 572 Hay Street Perth WA 6000

Dear Sirs

NOMINATION OF BDO AUDIT (WA) PTY LTD AS AUDITOR OF AUSTRALIAN AMERICAN MINING CORPORATION LIMITED

Sharebox Pty Ltd, being a shareholder of Australian American Mining Corporation Limited, nominates BDO Audit (WA) Pty Ltd of 128 Hay Street, Subiaco, Western Australia 6008 for appointment as auditor of Australian American Mining Corporation Limited at its 2013 Annual General Meeting.

We consent to the distribution of a copy of this notice of nomination as required by section 328B(3) of the Corporations Act 2001 (Cth).

Yours faithfully

Sharebox Pty Ltd

Page 23

PROXY FORM

APPOINTMENT OF PROXY Australian American Mining Corporation Limited ABN 99 073 155 781

Annual General Meeting

==> picture [104 x 58] intentionally omitted <==

I/We

==> picture [430 x 19] intentionally omitted <==

==> picture [431 x 19] intentionally omitted <==

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

appoint

==> picture [396 x 19] intentionally omitted <==

Name of proxy

OR the Chair of the Meeting as my/our proxy

or failing the person so named, or if no person is named, the Chair of the Meeting, to vote in accordance with the following directions, or, if no directions have been given and subject to the relevant laws, as the proxy sees fit, at the Meeting to be held at Level 4, 105 St Georges Terrace, Perth, Western Australia at 11:00am (WST time) on Friday, 29[th] November 2013.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 11 and 12 (except where I/we have indicated a different voting intention below) even though Items 1, 11 and 12 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1, 11 and 12 by marking the appropriate box below.

The Chair intends to vote undirected proxies in favour of all Resolutions.

Voting on Business of the General Meeting


Resolution	1	Remuneration Report
Resolution	2	Re-Election of a Director – Mr Don Falconer
Resolution	3	Re-Election of a Director – Mr Richard Holmes
Resolution	4	Re-Election of a Director – Mr Peter Landau
Resolution	5	Re-Election of a Director – Mr Ben Mead
Resolution	6	Approval of 10% Placement Facility
Resolution	7	Ratification of Issue of 3,000,000 Shares
Resolution	8	Ratification of Issue of 2,300,000 Shares
Resolution	9	Ratification of Issue of 36,000,000 Shares
Resolution	10	Ratification of Issue of Options
Resolution	11	Approval to Issue Shares in Lieu of Director’s
		Fees to Mr Jim Malone or His Nominee
Resolution	12	Approval to Issue Shares in Lieu of Director’s
		Fees to Mr Donald Falconer or His Nominee
Resolution	13	Appointment of Company’s Auditor
Resolution	14	Change of Company Name
Resolution	15	Section 195 Approval

Please 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 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 Shareholder(s): Date:

Individual or Shareholder 1	Individual or Shareholder 1	Shareholder 2 Director	Shareholder 3

Sole Director/Company Secretary			Director/Company Secretary

Contact Name:

Contact Daytime Telephone:

==> picture [104 x 57] intentionally omitted <==

Australian American Mining Corporation Limited ABN 99 073 155 781

Instructions for Completing ‘Appointment of Proxy’ Form

(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.
(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):

(Individual): Where the holding is in one name, the member must sign.
(Joint Holding): Where the holding is in more than one name, all of the members should sign.
(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.
(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.
(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 enclosed Proxy Form and return by:
a) post to Australian American Mining Corporation Limited, 572 Hay Street, Perth. Western Australia 6000; or
b) facsimile to the Company on facsimile number (+61 8) 9481 1927

so that it is received not later than 11:00 am (WST) on 27[th] November 2013.

AI assistant

ORBMINCO LIMITED — AGM Information 2013

65473_rns_2013-10-27_00b6a7e2-8a51-48b9-b5b6-a43b9519560d.pdf

Australian-American Mining Corporation Limited ACN 073 155 781

Notice of Annual General Meeting

Contents Page

Time and place of meeting and how to vote

1.1 Venue

1.2 Your vote is important

1.3 Voting in person

1.4 Voting by proxy

Proxy Forms received later than this time will be invalid.

Notice of Annual General Meeting

Agenda

Ordinary business

Reports and Accounts

1. Resolution 1 – Remuneration Report

Voting Prohibition Statement:

2. Resolution 2 – Re-election of a director – Mr Don Falconer

3. Resolution 3 – Re-election of a director – Mr Richard Holmes

4. Resolution 4 – Re-election of a director – Mr Peter Landau

5. Resolution 5 – Re-election of a director – Mr Ben Mead

6. Resolution 6 - Approval of 10% Placement Facility

7. Resolution 7 – Ratification of issue of 3,000,000 shares

8. Resolution 8 – Ratification of issue of 2,300,000 shares

9. Resolution 9 – Ratification of issue of 36,000,000 shares

10. Resolution 10 – Ratification of issue of options

11. Resolution 11 – Approval to issue Shares in lieu of Director’s Fees to Mr Jim Malone or his nominee

12. Resolution 12 - Approval to issue Shares in lieu of Director’s Fees to Mr Donald Falconer or his nominee

13. Resolution 13 - Appointment of Company’s Auditor

14. Resolution 14 – Change Of Company Name

15. Resolution 14 – Section 195 Approval

Other business

Explanatory Statement

1. Resolution 1 – Remuneration Report

2. Resolution 2 – Re-election of director Mr Don Falconer

3. Resolution 3 – Re-election of Director Mr Richard Holmes

4. Resolution 4 – Re-election of Director Mr Peter Landau

5. Resolution 5 – Re-election of Director Mr Ben Mead

6. Resolution 6 - Approval of 10% Placement Facility

6.1 Introduction

6.2 Summary of ASX Listing Rule 7.1A

(d) Minimum Issue Price

( 10% Placement Period ).

6.3 Information required by ASX Listing Rule 7.3A

7. Resolution 7 – Ratification of issue of 3,000,000 shares

8. Resolution 8 – Ratification of issue of 2,300,000 shares

9. Resolution 9 – Ratification of issue of 36,000,000 shares

10. Resolution 10 – Ratification of issue of options

11. Resolution 11 – Approval to issue Shares in lieu of Director’s Fees to Mr Jim Malone or his nominee

12. Resolution 12- Approval to issue Shares in lieu of Director’s Fees to Mr Donald Falconer or his nominee

13. Resolution 13 - Appointment of Company’s Auditor

14. Resolution 15 – Change Of Company Name

15. Resolution 14 – Section 195 Approval

16. Enquiries

Glossary

(a) Exercise Price

(b) Entitlement

(c)

Option Period

(d) Ranking of Share Allotted on Exercise of Option

(e) Voting

(f)

Transfer of an Option

(g) Vesting conditions

(h) Method of Exercise of an Option

(i) ASX Listing

(j) Reconstruction

(k) Participation in New Share Issues

(l) No Change of Options Exercise Price or Number of Underlying Shares

NOMINATION OF BDO AUDIT (WA) PTY LTD AS AUDITOR OF AUSTRALIAN AMERICAN MINING CORPORATION LIMITED

Voting on Business of the General Meeting

Australian American Mining Corporation Limited ABN 99 073 155 781

Instructions for Completing ‘Appointment of Proxy’ Form

3. (Signing Instructions):

Proxy Forms received later than this time will be invalid.

More from ORBMINCO LIMITED

ORBMINCO LIMITED AGM Information 2013