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ORBMINCO LIMITED Capital/Financing Update 2012

Oct 8, 2012

65473_rns_2012-10-08_108611d1-7ae1-4199-ba6f-c1d2f87b9f3d.pdf

Capital/Financing Update

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Australian-American Mining Corporation Limited ( Company )

ACN

073 155 781

We (the entity) give ASX the following information.

1. Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities, the amount outstanding
and due dates for payment; if
+convertible
securities,
the
conversion price and dates for
conversion)
4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the
extent
to
which
they
Ordinary fully paid shares (Shares)
65,498,476 Shares
Shares will rank pari passu with existing Shares
Yes
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
52,613,861 Shares: $0.03 per Share
2,884,615 Shares: $0.026 per Share
10,000,000
Shares:
nil
(conversion
of
performance rights)
52,613,861
Shares:
Placement
and
share
purchase plan (“SPP”) including a $1 million
shortfall underwriting announced on 20 August
2012.
The purpose of the Placement and SPP is to
provide funds for the exploration programme
and acquisition of the VMS gold/copper/silver
projects in Arizona (as per SPP offer
documentation).
2,884,615
Shares:
part
conversion
of
convertible security A ($75,000).
10,000,000 Shares: conversion of performance
rights to Shares upon satisfaction of the second
performance hurdle (as per the resolution
passed at a general meeting held on 28 May
2012).

7 Dates of entering[+] securities into uncertificated holdings or despatch 5 October 2012 of certificates Number +Class 8 Number and +class of all 142,924,217 Fully paid ordinary +securities quoted on ASX shares. ( including the securities in clause 2 if applicable) 35,355,250 Options with exercise prices of $0.50 and expiry date of 31 December 2012.

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
1,600,000
61,729
37,037
55,556
60,000
600,000
9,000,000
300,000
Options exercisable at
$0.231 on or before 15
September 2013.
Options exercisable at
$0.2105 on or before 6
October 2013.
Options exercisable at
$0.2105 on or before
13 October 2013.
Options exercisable at
$0.2105 on or before
20 October 2013.
Options exercisable at
$0.325 on or before 16
November 2013.
Options exercisable at
$0.0595 on or before 1
March 2015.
Options exercisable at
$0.09 on or before 1
March 2015
Options exercisable at
$0.059on or before 2nd
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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July 2015
16,000,000 Performance Rights
$110,000 of Conversion terms are
Convertible Security A set out in the
(previously $185,000) Appendix 3B dated 29
February 2012
$300,000 of Convertible Conversion terms are
Security B set out in the
Appendix 3B dated 6
July 2012.
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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

n/a

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
n/a
n/a
n/a
n/a
n/a
n/a
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount
of
any
handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
n/a
n/a
n/a
n/a
n/a
n/a

n/a
n/a
n/a
n/a
n/a
n/a
n/a
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

30 How do[+] security holders sell their n/a entitlements in full through a broker? 31 How do[+] security holders sell part n/a of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose n/a of their entitlements (except by sale through a broker)? 33 +Despatch date n/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which
+quotation is sought
39 Class of
+securities for which
quotation is sought
40 Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

2. Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

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.....................................................

Date: 8 October 2012 Jim Malone -Company Secretary