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ORBMINCO LIMITED — Capital/Financing Update 2012
Feb 28, 2012
65473_rns_2012-02-28_d6aa4b0d-a41f-4deb-8743-93d572ef3795.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
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) |
Ordinary fully paid shares (Ordinary Shares) Unlisted options over Ordinary Shares (Options) Convertible securities (Convertible Security) |
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|---|---|---|
| 536,308 Ordinary Shares 600,000 Options AU$300,000 Convertible Security |
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| Ordinary Shares Ordinary Shares will rank pari passu with existing Ordinary Shares. Options The Options will be exercisable at AU$0.0595 per Option into Ordinary Shares on or before 1 March 2015. |
- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 1
Convertible Security
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The amount of the Convertible Security is AU$300,000 (the Amount ).
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• The Convertible Security does not bear interest and is unsecured.
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• On conversion, the Convertible Security shall convert into new Ordinary Shares of the Company determined by dividing the Amount to be converted by reference to the VWAP per Share during a specified period prior to the conversion date of the Convertible Security.
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The Ordinary Shares issued upon conversion of the Convertible Security will rank pari passu with existing Ordinary Shares.
The Convertible Security does not carry any voting rights at meetings of shareholders of the Company, and have no rights of participation in any rights issue undertaken by the Company prior to conversion of the Convertible Security.
The Ordinary Shares rank pari passu with existing Ordinary Shares.
- 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?
The Options will not be quoted. On exercise of the Options, the Ordinary Shares If the additional securities do not issued will rank pari passu with existing rank equally, please state: • the date from which they do Ordinary Shares. • the extent to which they participate for the next On conversion of the Convertible Security, dividend, (in the case of a the Ordinary Shares issued will rank pari trust, distribution) or interest passu with existing Ordinary Shares. payment
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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5 Issue price or consideration
536,308 Shares – in payment of the commencement fee of AU$21,000 Options are issued for nil consideration
AU$300,000 Convertible Security
| 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) |
The Ordinary Shares and Options were issued to secure the Security Purchase Agreement details of which were announced to the market on 29 February 2012. The purpose of the issue is to provide funding to the company for working capital purposes. |
The Ordinary Shares and Options were issued to secure the Security Purchase Agreement details of which were announced to the market on 29 February 2012. The purpose of the issue is to provide funding to the company for working capital purposes. |
|---|---|---|
| 29 February 2012 | ||
| Number | +Class | |
| 68,740,705 35,355,250 |
Fully paid ordinary shares. Options with exercise prices of $0.50 and expiry date of31 December 2012. |
|
| Number | +Class | |
| 1,600,000 61,729 37,037 55,556 60,000 |
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 |
- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 3
- 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
before 16 November 2013. 600,000 Options exercisable at $0.0595 on or before 1 March 2015. 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? 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 |
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| 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) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? |
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- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 5
- 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
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34 Type of securities ( tick one )
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(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
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
- See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 7
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There is no reason why those[+] securities should not be granted +quotation.
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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
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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.
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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.
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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.
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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: ............................................................ Date: 29 February 2012 Executive Chairman Print name: Jim Malone
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