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ORBMINCO LIMITED Board/Management Information 2012

Mar 13, 2012

65473_rns_2012-03-13_f8a8919c-2764-4ad0-a38c-4f31f12d7599.pdf

Board/Management Information

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14 March 2012

ASX Release By e-lodgement

AusAmerican announce Board /Management Changes

Highlights

  • Key appointments to Board and management

  • Mr. Mark Ceglinski appointed non-executive Chairman

  • Mr. Richard Holmes appointed Managing Director

  • Highly experienced team to take AusAmerican projects forward

The Directors of Australian-American Mining Corporation Limited (“AusAmerican” or ‘the Company”) are pleased to announce the following changes have been made to the Board of Directors and Management of the Company.

Mr Mark Ceglinski has agreed to join the Company as non-executive Chairman. Mr Richard Holmes has agreed to join the Company as Managing Director. Mr Jim Malone will retire as Chairman of the Company and will remain as an Executive Director, Company Secretary and Chief Financial Officer. Mr Denis Geldard will retire as a Director and CEO. Mr Don Falconer remains as the Company’s North American based non-executive Director.

Messrs Ceglinski and Holmes bring significant global mining experience and talent to the Board.

Mr Ceglinski is a professional company director and has a background in corporate finance and investment banking. He has worked extensively on acquiring, developing and financing mining and energy projects throughout the world. He is currently Chairman of ASX and AIM listed Tangiers Petroleum Limited.

Mr Holmes is a highly experienced mine geologist. He has worked in, developed and evaluated mining projects throughout the world. Mr Holmes most recent role was as Global Business Development Manager – Greenfields, for the global mining house AngloGold Ashanti. He has performed technical and financial analysis of projects and companies throughout the world. Previous roles that Mr Holmes has held include Group Manager – Global Geology and Business Development for Aditya Birla Minerals Ltd, and roles with Placer Dome Asia Pacific and CSA Australia.

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000 Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574

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The Company would like to thank Mr Geldard for his significant contribution to the Company as Director, US company manager and CEO over the past four years.

The view of the Company is that it is in possession of a number of prospective, undervalued assets. The new management will conduct a review of these assets and work on expediting the progression of each of the assets as well as pursuing new opportunities to add to the asset base of the Company.

Mark Ceglinski, Chairman of AusAmerican commented, “AusAmerican has a strong and diverse portfolio of assets. Richard Holmes and I are excited to have the opportunity to work with the AusAmerican team to advance this suite of projects further.”

As part of the remuneration arrangements for the new directors, they will be eligible to participate in the Company’s performance rights plan. These rights have vesting conditions that align the Directors' reward directly to the success of the Company. A shareholders meeting will be convened as soon as possible to approve this issue and full details of the proposed issue will be provided in the Notice of Meeting and the accompanying Explanatory Memorandum. A summary of the key terms is attached to this announcement

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Mark Ceglinski Chairman

Further information:

Please contact;

Mark Ceglinski on +61 412 448 108 or [email protected]; Jim Malone +61 419 537 714 or [email protected]; or

North American Investor Relations Manager: Peter Barnes on +1 646 269 3073.

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000 Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574

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Proposed performance rights for Mark Ceglinski

  • 1st tranche: On joining the Board of AusAmerican: 2,000,000 shares

  • 2[nd] tranche: On finalisation of an agreement to bring in a new project to AusAmerican: 5,000,000 shares

  • 3[rd] tranche: On the AusAmerican share price trading at greater than 20 cents for more than five consecutive days: 3,500,000 shares

  • 4[th] tranche: On the AusAmerican share price trading at greater than 25 cents for more than five consecutive days: 4,500,000 shares

Proposed performance rights for Richard Holmes

  • 1st tranche: On joining the Board of AusAmerican: 2,000,000 shares

  • 2[nd] tranche: On finalisation of an agreement to bring in a new project to AusAmerican: 5,000,000 shares

  • 3[rd] tranche: On the AusAmerican share price trading at greater than 20 cents for more than five consecutive days: 3,500,000 shares

  • 4[th] tranche: On the AusAmerican share price trading at greater than 25 cents for more than five consecutive days: 4,500,000 shares

Key terms of remuneration package for Mr. Richard Holmes

Salary

The Company will pay Mr Holmes a salary of AUD$250,000 per annum, inclusive of superannuation. The salary will be subject to review on the 1[st] of March each year.

Other entitlements

Mr Holmes will be entitled to be paid travelling expenses properly incurred concerning Company affairs, including attending and returning from general meetings of the Company or meetings of the Board or Board committees.

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000

Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574

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The Company will pay for Mr Holmes’ mobile telephone bill and will also provide to Mr Holmes global comprehensive travel insurance including medivac and a $1 million death/disability insurance policy.

The Company will provide to Mr Holmes a standard Director's indemnity insurance and access deed.

Termination of Employment

Termination without prior notice

Mr Holmes employment with the Company may be terminated without notice if he is guilty of serious misconduct.

Termination with notice

The Company may terminate Mr Holmes employment with 6 months' notice, or pay Mr Holmes compensation in lieu of the notice, in the following situations:

  • a) The Company deems that his performance is inadequate (on reasonable grounds);

  • b) He has an illness which prevents him from working in excess of 3 months outside sick leave in any 12 month period;

  • c) His position becomes redundant; or

  • d) The Company is taken over.

Termination by Mr Holmes

Mr Holmes may terminate his employment with the Company by giving at least 3 months' written notice to the Company.

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000 Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574