ORBMINCO LIMITED — Capital/Financing Update 2012

Feb 28, 2012

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29 February 2012

ASX Release By e-lodgement

Dear Sir / Madam

Institutional Funding Agreement for up to AU$3,420,000 Placement of Convertible Notes and Ordinary Shares

Australian-American Mining Corporation Limited (“AusAmerican” ASX: AIW, OTC.QX: OZAMY) is pleased to announce it has entered into an agreement ("the Agreement") with the Australian Special Opportunity Fund, LP (“ASOF”), a New York-based institutional investor, managed by The Lind Partners, LLC, for ASOF to provide funding for working capital.

The Lind Partners, LLC is a New York-based alternative asset management company that selectively invests across a broad range of industries and economic environments.

Under the Agreement, ASOF will fund a maximum of AU$3,420,000, available under a series of independent arrangements with the provision of AU$3,070,000 at the election of AusAmerican.

In summary, the Agreement provides that:

1. On execution, ASOF will invest AU$50,000 in consideration for ordinary shares in AusAmerican issued on 3 February 2012 at AU$0.058 per share which represents a 16% premium to yesterday’s closing price. Additionally, ASOF will advance AU$300,000 in exchange for an unsecured convertible security ("Convertible Security A").

2. 120 days post execution and upon certain conditions being met, AusAmerican can require ASOF to a) subscribe for a second unsecured convertible security in the amount of AU$300,000 ("Convertible Security B") and b) invest an additional AU$50,000 for shares of AusAmerican to be issued at the lesser of AU$0.058 per share or 100% of the closing price on the date of issue of Convertible Security B.

3. Upon certain conditions being met at anytime within 12 months of execution of the Agreement, ASOF and AusAmerican may enter into a share purchase arrangement for up AU$2,720,000 over the succeeding 12 months.

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000 PO Box 1788, West Perth, WA, Australia, 6872

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

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The key terms of the Agreement are attached at the end of this Announcement.

Sincerely,

Jim Malone Executive Chairman

Further information:

Please contact Jim Malone +61 419 537 714 or jim.malone@iinet.net.au 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 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574

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Key terms of the Agreement:

Maximum Available Commitment	Up to AU$3.42 million
Initial Investment	AU$350,000 to be invested by ASOF on execution of the Agreement by way of: (a) an unsecured convertible instrument (AU$300,000) (Convertible Security A); and (b) a purchase of AU$50,000 of AusAmerican shares at $AU0.058 per share.
Further Investment	120 days post execution AusAmerican can (subject to certain thresholds and conditions being satisfied) require ASOF to: (a) subscribe for a second unsecured convertible instrument (Convertible Security B) in the amount of AU$300,000; and (b) purchase AU$50,000 worth of shares at the lesser of AU$0.058 per share or 100% of the closing price on the day Convertible Security B is issued.
Conversion of Securities	The convertible security is convertible into AusAmerican's ordinary shares the lesser of either: (a) 130% of the average of the daily volume-weighted average price (VWAP) of AusAmerican’s ordinary shares during a specified period before the execution of the Agreement; or (b) 85% of the average of three consecutive daily volume-weighted average prices (VWAPs) of AusAmerican’s ordinary shares during a specified period immediately prior to the date of conversion.
Buy-back/Forced Conversion	AusAmerican has the right to buy back any portion of the convertible securities outstanding at a 15% premium to face value. Prior to the buyback being effected, ASOF may elect to convert the convertible securities rather than allow for their buyback by AusAmerican.
Further Share Purchase Arrangement	The Agreement also provides that AusAmerican and ASOF may agree, subject to certain conditions and at any time within 12 months of the execution of the Agreement, for ASOF to invest an amount agreed to by the Investor and the Company between AU$80,000 to $270,000 each month over a 12 month period, in consideration for ordinary shares of AusAmerican. The maximum that can be invested in this manner is AU$2,720,000.
Purchase Price of Shares	The purchase price for any additional shares ASOF acquires under the share purchase arrangement will be calculated as 85% of the VWAP of AusAmerican's ordinary shares during a specified period immediately prior to each issue of shares. For one monthly tranche only, ASOF may elect to set the purchase price at 120% of the VWAP of AusAmerican's ordinary shares during a specified period before the execution of the Agreement.
Options	AusAmerican has granted ASOF 600,000 options expiring 1 March 2015, each exercisable at120% oftheVWAPof AusAmerican's ordinary shares during a

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574

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	specified period prior to the execution of the Agreement. Upon ASOF advancing funds for Convertible Security B, AusAmerican will grant a further 300,000 options exercisable at a price equal to the lesser of 120% of the VWAP of AusAmerican's ordinary shares during a specified period prior to the issue of Convertible Security B or the exercise price of the 600,000 options previously issued. If AusAmerican elects to commence the further share purchase arrangement, AusAmerican will grant ASOF: (a) For the first monthly placement: 1,000,000 options exercisable at a price equal to 120% of the VWAP of AusAmerican's ordinary shares during a specified period prior to the execution of the Agreement; and (b) For any subsequent monthly placement: a number of options equal to 10% of the number of ordinary shares issued in the previous monthly placement, exercisable at a price equal to 120% of the purchase price of the shares issued in the previous monthly placement. (e.g If AusAmerican issues 10,000 shares at 10c, the options attaching to the next placement will be 1,000 options exercisable at 12c)
Interest and Security	The amounts funded under the agreement will bear no interest and will be unsecured against AusAmerican's assets.
Fee	AusAmerican has paid a fee of AU$21,000 for Convertible Security A, being 7% of the amount advanced on execution. The fee will be satisfied by the issue of ordinary shares to ASOF, to be priced at a 15% discount to a specified period prior to execution of the Agreement. If Convertible Security B is advanced a fee of AU$15,000, or 5% of the amount advanced, will be payable. The fee will be satisfied by the issue of ordinary shares to ASOF, to be priced at a 15% discount to a specified period prior to the issue of Convertible Security B.
Financial Covenants	The investment is not subject to, nor does it impose any financial covenants on AusAmerican.
Future Financing	The terms of the agreement allow AusAmerican the freedom to enter into future financing arrangements. In addition, the agreement does not restrict the Company’s ability to enter into strategic industry partnerships.
Shareholder Approval	Nothing in the Agreement requires the Company to issue shares if to do so would cause the Company to breach the Listing Rules, including Listing Rule 7.1 which prevents a listed company from issuing or agreeing to issue new securities in any 12 month rolling period if, in doing so, it would have issued more than 15% of the total of the number of securities on issue at the date 12 months prior to the date of issue, unless the issue falls within an exception set out in Listing Rule 7.1 (including approval by shareholders). Shareholder approval is not required for the initial funding of AU$350,000 to proceed, however approval will be sought as and when required for subsequent funding under the Agreement.

Australian American Mining Corporation Ltd ABN 99 073 155 781 572 Hay Street, Perth, WA, Australia, 6000 PO Box 1788, West Perth, WA, Australia, 6872 Telephone: (08) 9325 5568 Facsimile: (08) 9325 5574