AusAmerican Mining Ltd

ABN 99 073 155 781

Prospectus

For the offer of 1 Share at an issue price of \$0.028 and 1 free attaching Option exercisable at \$0.09 on or before 1 March 2015 for every Share subscribed for and issued to raise approximately \$0.028 (before expenses).

This Prospectus has been prepared for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares or Options issued by the Company prior to the Closing Date.

The shares to be issued under this Prospectus should be considered speculative. This Prospectus provides important information to assist investors in deciding whether or not to invest in the Company and should be read in its entirety. If you are in any doubt as to how to deal with this document, please consult your professional adviser.

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	Contents
	Important Information
	Corporate Directory
	Key Dates
1 ₁	Offer Details
2.	Purpose and Effect of the Offer
3.	Rights and Liabilities attaching to the Share
4.	Terms and conditions of the attaching Option
5.	Risk Factors
6.	Additional Information
7.	Directors' Statement
8.	Definitions

Important Information

Date

This Prospectus is dated 19 December 2013 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

Transaction specific prospectus

This Prospectus is a transaction specific prospectus for an offer to acquire continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with Section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Speculative

It is important that Applicants read this Prospectus in its entirety before deciding to invest so that they may make an informed assessment of the assets and liabilities, financial position and prospects of the Company and the rights attaching to the Share and Option offered by this Prospectus. An investment in the Company must be considered speculative.

Foreign Jurisdictions

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and any person who comes into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No offer in the US or to US persons

These materials do not constitute an offer of securities for sale in the United States or to "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) and may not be sent or disseminated in, directly or indirectly, the United States or to any "U.S. person" in any place. The Company's shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to any "U.S. person" except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

No Forecasts

The business of mineral exploration, appraisal and development is speculative where there are no proved reserves and there are significant uncertainties associated with forecasting revenues and expenses of such operations. Accordingly, the Directors believe that reliable forecasts cannot be prepared and forecasts have therefore not been included in this Prospectus in accordance with ASIC Regulatory Guide 170.

Disclaimer

No person is authorised to provide any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company or any other person in connection with the Offer.

Privacy

Investing in the Company will require you to provide information that may be personal information for the purposes of the Privacy Act 1988 (Commonwealth). The Company (and the Share Registry on its behalf) may collect, hold and use that personal information in order to assess your application for Shares, service your needs as an investor in the Company. provide facilities and services that you request or that are connected with your investment in the Company and carry out appropriate administration. You may request access to your personal information held by the Company or the Share Registry by contacting the Company Secretary.

Definitions

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 8.

Corporate Directory

AusAmerican Mining Ltd
ABN 99 073 155 781

Directors
Richard Holmes	Managing Director
Ben Mead	Executive Director
Don Falconer	Non-Executive Director
Peter Landau	Non-Executive Director
Registered Office		Company Secretary
Level 1, 572 Hay Street Perth WA 6000		Jim Malone
Share Registry		ASX Code
Computershare Investor Services Pty. Limited.		(Shares) AIW
Level 2, 45 St Georges Tce		AIWO (Options)
PERTH WA 6000
Lawyers		Website
HopgoodGanim		www.ausamerican.com.au
Level 27, 77 St Georges Tce

Key Dates

PERTH WA 6000

Lodgement of Prospectus with ASIC and ASX	19 December 2013
Opening Date	19 December 2013
Closing Date *	20 December 2013 at 5pm (WST)

* The Company reserves the right to extend the Closing Date or close the Offer early without notice.

Offer Details H.

$1.1$ Offer

By this Prospectus, the Company invites applications for 1 Share at an issue price of \$0.028 per Share together with 1 free attaching Option exercisable at \$0.09 on or before 1 March 2015 for every Share subscribed for and issued (Offer).

All Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus and the Options offered under this Prospectus will rank equally with Options with the ASX code AIWO to be listed contemporaneously with the lodgement of this Prospectus. Please refer to section 3 for further information regarding the rights and liabilities attaching to the Shares and Options.

$1.2$ Objectives

The Company is seeking to raise a nominal amount of \$0.028 under this Prospectus and. accordingly, the purpose of this Prospectus is not to raise capital.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to Shares or Options issued by the Company prior to the Closing Date (including prior to the date of this Prospectus), in accordance with section 708A(11) of the Corporations Act.

$1.3$ Opening and closing dates

The Offer will open on 19 December 2013 or such later date as may be prescribed by ASIC (Opening Date), and will remain open until 5.00pm WST on 20 December 2013 (Closing Date). The Directors reserve the right to close the Offer earlier or later than that stated, without notice. subject to the requirements of the Corporations Act and ASX Listing Rules.

No Shares or Options will be issued on the basis of this Prospectus after the Closing Date. The Closing Date must not be later than 13 months after the date of this Prospectus.

$1.4$ Application for Securities

Applications for Shares or Options under the Offer can only be made on and in accordance with the Application Form, which will be provided with a copy of this Prospectus at the Board's discretion.

Completed Application Forms and accompanying cheques should be lodged at the Company's registered office on or before the Closing Date. Cheques must be made payable to "AusAmerican Mining Limited - Offer Account" and crossed "Not Negotiable". No stamp duty or brokerage is payable by Applicants.

$1.5$ Allotment of Securities

The Company retains an absolute discretion in allocating Shares or Options under the Offer. The Company may reject any Application or allocate fewer Shares or Options than applied for by any Applicant under the Offer. If an Application is not accepted, or is in part only, the relevant part of the Application monies will be refunded without interest. The Company will not be liable to any person not allocated Shares or Options.

The allotment of Shares and Options to Applicants will occur as soon as possible after the Offer is closed, following which, holding statements will be despatched. Pending the issue of the Shares and Options, or return of the Application monies, the Application monies will be held in trust for the Applicants.

It is the responsibility of Applicants to determine their allocation prior to trading in Shares or Options. Applicants who sell Shares or Options before they receive their holding statements will do so at their own risk.

$1.6$ ASX Listing

Within 7 business days after the date of issue of this Prospectus, the Company will apply to have the Share and Option granted official quotation by the ASX.

If approval is not granted by the ASX before the expiration of 3 months after the date of issue of this Prospectus, the Company will not allot or issue the Share or Option and will repay all application monies within the time prescribed under the Corporations Act, without interest.

The fact that the ASX may grant quotation of the Share or Option is not to be taken in any way as an indication for the merits of the Company or the Share or Option.

$1.7$ CHESS

Settlement of trading of the Company's Shares on the ASX takes place on CHESS, which is ASX's electronic transfer and settlement system. CHESS is operated by ASTC, a wholly owned subsidiary of ASX, in accordance with the ASX Listing Rules and ASTC Settlement Rules. CHESS allows for and requires the settlement of transactions in securities quoted on ASX to be effected electronically. No share or security certificates are issued in respect of shareholdings or security holdings which are quoted on ASX and settled on CHESS, nor is it a requirement for transfer forms to be executed in relation to transfers which occur on CHESS.

Under CHESS, the Company does not issue certificates to investors. Instead, Shareholders will receive a statement of their holdings in the Company. If an investor is broker sponsored. ASTC will send them a CHESS statement. The CHESS statement will set out the number of Shares allocated to each holder under the Prospectus and give details of their holder identification number, in the case of a holding on the CHESS sub register. In the case of an issuer sponsored sub register, the statement will contain the number of Shares allocated under the Prospectus and the holder's security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to holders at the end of any calendar month during which the balance of their holding changes. A holder may request a statement at any other time, however, a charge may be incurred for additional statements.

$1.8$ Exposure Period

As this Prospectus relates to an Offer by an existing ASX listed company with quoted securities. there is no requirement under the Corporations Act for any mandatory exposure period.

1.9 Electronic Prospectus

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with ASIC and the issue of Shares in response to an electronic Application Form, subject to compliance with certain provisions.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company Secretary and the Company will send to you free either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered. In such a case, the application monies received will be dealt with in accordance with section 722 of the Corporations Act.

$1.10$ Privacy Act

The Company collects information about each Applicant from the Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers (including mailing houses), ASX, ASIC and other regulatory authorities.

If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, address, and details of the security held) in its public register.

This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports

and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If Applicants do not provide the information required on the Application Form, the Company may not be able to accept or process the Applications.

1.11 Enquiries regarding the Offer

Enquiries regarding this Offer, the Prospectus or how to apply for Shares or Options under the Offer should be directed to the Company Secretary, Mr Jim Malone on +61 (08) 9481 0799.

If you have any questions about the desirability of investing, please contact your stockbroker, accountant or independent licensed financial adviser.

$\overline{2}$ . Purpose and Effect of the Offer

$2.1$ Purpose of the Offer

If the Offer is fully subscribed, the Company will raise \$0.028. All proceeds raised will be applied toward the costs of Offer.

$2.2$ Capital Structure

The effect on the capital structure of the Company, assuming all Shares and Options offered under the Prospectus are issued, is set out below.

Total shares on issue on completion of the Offer	279.109.228
Shares offered under this Prospectus
Number of Shares currently on issue	279,109,227

LISTED OPTIONS

Options exercisable at \$0.09 on or before 1 March 2015 currently on issue ¹	57.657.338
Options exercisable at \$0.09 on or before 1 March 2015 offered under this Prospectus
Total listed Options on issue after completion of the offer	57,657,339

UNLISTED OPTIONS

Options exercisable at \$0.0595 on or before 1 March 2015	600,000
Options exercisable at \$0.09 on or before 1 March 2015 (subject to vesting conditions)	6,950,000
Options exercisable at \$0.03 on or before 30 June 2016	15,000,000
Options exercisable at \$0.059 on or before 2 July 2015	300,000
Total unlisted Options on issue after completion of the Offer	22,850,000

The Company has also granted a total of 22,000,000 Performance Rights.

^<sup>1 Number of options on issue as at 19 December 2013. The Company will apply for quotation of these Options contemporaneously with the lodgement of this prospectus.

On 28 August 2013 and again on 7 October 2013, the Company borrowed a total of \$435,000 (\$250,000 on 28 August 2013 and \$185,000 on 7 October 2013) by way of two convertible loans from The Australian Special Opportunity Fund ("ASOF"). These funds were to be repayable in 90 days from the date of borrowing. If they had had not been repaid by this date then they are able to be converted into ordinary shares of AIW at a conversion price of 85% of the average of the three daily volume weighted average ("VWAP") price chosen by the investor during the 20 trading days prior to conversion. As at the date of this prospectus the Company had not repaid any of the borrowing and ASOF has converted \$50,000 of the first convertible loan at a price of \$0.005 for 10,000,000 shares (see announcements of 6 December 2013 on page 10 of this Prospectus). At the date of this Prospectus there is still \$385,000 in convertible loans outstanding.

$3_z$ Rights and Liabilities attaching to the Share

The Constitution sets out the rights attaching to the Share to be issued under the Offer and the existing Shares in the Company. The following is a broad summary (though not necessarily an exhaustive or definitive statement) of those rights.

$3.1$ Voting Rights

Subject to the Constitution of the Company and to any rights or restrictions attaching to any class of shares at a general meeting, every shareholder or class of shareholder present in person or by proxy, attorney or representative has:

$(a)$ one vote on a show of hands; and
$(b)$ on a poll:
$(i)$ one vote for each fully paid share; and
$(ii)$ voting rights pro rata to the amount paid upon each partly paid share held by the shareholder.

$3.2$ General Meetings

Subject to the Company's Constitution, the ASX Listing Rules and to the terms of issue of shares, each shareholder will be entitled to receive notice of, and to attend and vote at, a General Meeting of the Company and to receive all notices, accounts and other documents required to be furnished to shareholders under the Constitution of the Company or the Corporations Act.

$3.3$ Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company, which the Directors may from time to time determine to distribute by way of dividend, are divisible among the shareholders in accordance with but subject to the provisions of Section 254W of the Corporations Act. Dividends may be paid in cash, by granting options or issuing shares or transferring property.

$3.4$ Rights on Winding Up

Subject to the rights of holders of shares issued with any special or preferential rights, all shares entitle the holders thereof in a winding up to participate equally in the distribution of the assets of the Company, irrespective of the amount paid-up or credited as paid-up on the Shares.

$3.5$ Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act and the ASX Listing Rules, the shares in the Company are freely transferable.

3.6 Future Increases in Capital

The allotment and issue of any share is under the control of the Directors of the Company. Subject to restrictions on the allotment of shares to Directors or their associates, the ASX Listing Rules, the Constitution of the Company and the Corporations Act, the Board may allot or otherwise dispose of shares on such terms and conditions as it considers appropriate.

$3.7$ Variation of Rights

At present the Company only has fully paid ordinary shares on issue. If shares of another class were issued, the rights and privileges attaching to ordinary shares could only be altered with the consent in writing of the holders of three quarters of the votes that may be cast in respect of the issued ordinary shares or with the sanction of a special resolution passed at a separate General Meeting of the holders of ordinary shares (ie. by a three quarters majority of such holders as being entitled to vote at that meeting).

4. Terms and conditions of the attaching Option

The following is a summary of the terms and conditions of the attaching Option.

$4.1$ Exercise Price

The exercise price of the Option is 9 cents (\$0.09) per Share.

$4.2$ Entitlement

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

$4.3$ Option Period

The Option will expire at 5.00pm WST on 1 March 2015. Subject to clause 4.7, Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

4.4 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.

4.5 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.

4.6 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.

4.7 Method of Exercise of an Option

$(a)$ 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.
$(b)$ 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 9 cents (\$0.09) per Share.
$(c)$ Subject to paragraph 4.7(a) 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.
$(d)$ 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.
$(e)$ 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.
$(f)$ 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.

4.8 ASX Listing

The Company will apply to ASX for quotation of the Option within 7 business days of the $(a)$ issue of the Option.
$(b)$ 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.

4.9 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.

4.10 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.

No Change of Options Exercise Price or Number of Underlying Shares 4.11

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

5. Risk Factors

$5.1$ Introduction

The Shares and Options offered under this Prospectus are considered speculative and potential investors should consult their professional advisors before deciding whether to apply for Shares or Options pursuant to this Prospectus.

The future performance of the Company and the future investment performance of the Share and Option issued under this Prospectus may be influenced by a range of factors. Some of these factors can be mitigated. However, many are outside the control of the Company. Prior to making any decision to acquire Shares or Options, investors should carefully consider the following general and specific risk factors applicable to the Company. The list below is not intended to be an exhaustive list of the risk factors to which the Company is or may be exposed.

$5.2$ Future Capital Needs and Additional Funding

Should the Company require additional funding to further explore and develop its current projects or any projects acquired in the future there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional funding, if required, would have a material adverse effect on the Company's ability to exploit the projects and its financial condition and performance.

5.3 Legislative Changes

Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company is not aware of any current or proposed material changes in relevant regulations or policy.

$5.4$ General Economic Conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors which may contribute to that economic climate include the general level of economic activity, interest rates, inflation and other economic factors. The price of commodities and level of activity within the mining industry, including contractor rates, will also be of particular relevance to the Company.

$5.5$ Unforeseen Expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

5.6 Operation and Development Risks

By its nature, the business of exploration and mineral development which the Company may continue to participate in contains risks. Prosperity depends on the successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and efficient financial management. For its part, exploration is a speculative endeavour, while mining operations can be hampered by force majeure circumstances. environmental considerations and cost overruns for unforeseen events.

5.7 Government Policy

Capacity to explore and mine, as well as industry profitability generally, can be affected by changes in government policy which are beyond the control of the Company.

5.8 Commodity Price Risk

The Company's prospects and share price will be influenced by the price obtained from time to time for the commodities targeted in its exploration and mining programs. Commodity prices fluctuate and are affected by various factors including the relationship between global supply and demand, forward selling by producers, the cost of production and general global economic conditions.

Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange rates and supply and demand issues. These factors may have an adverse effect on the Company's prospects, as well as its ability to fund its future activities.

5.9 Environmental Risks

The Company's operations and projects are subject to laws and regulations regarding environmental hazards. The Company intends to conduct its activities in an environmentally responsible manner, in accordance with applicable laws and regulations.

5.10 Share Market Risk

The market price of shares can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular.

Neither the Company nor its Directors warrant the future performance of the Company or any return on investment in shares.

6. Additional Information

$6.1$ Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) and as such is subject to regular reporting and disclosure obligations. Specifically, like all ASX listed companies, the Company is required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or value of the Company's securities.

As a result, this Prospectus qualifies for the special prospectus content rules under section 713 of the Corporations Act. In general terms, this section only requires this Prospectus to contain information which investors and their professional advisers would reasonably require in order to make an informed assessment of the effect of the issue of the Shares and the rights attaching to the Shares and any shares granted upon exercise of the Shares. It is not necessary to include the general information in relation to all of the assets and liabilities, financial position and performance. profits and losses and prospects of the Company which is required to be included generally in prospectuses under section 710 of the Corporations Act for an initial public offering of securities in a company which is not listed on a stock exchange.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should, to the extent considered necessary, therefore have regard to other publicly available information in relation to the Company before making a decision whether or not to participate in the Offer.

Having taken reasonable precautions and having made reasonable enquiries, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the period since AIW listed on ASX which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of keeping the market fully informed of events and developments as they occur.

Information that is already in the public domain has not been reported in this Prospectus other than such information which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

copies of all documents lodged with ASIC in relation to the Company (not being documents $(a)$ referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, an office of ASIC: and
$(b)$ it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
$(i)$ the annual financial report of the Company most recently lodged by the Company with the ASIC:
$(i)$ any half year financial report lodged by the Company with the ASIC after lodgement of the annual financial report referred to in (i) above and before the lodgement of this Prospectus; and
$(iii)$ any continuous disclosure notices used to notify ASX of information relating to the Company in the period from the date of lodgement of the annual financial report referred to in (i) and before lodgement of this Prospectus with ASIC.

The Company has lodged the following announcements with ASX since the lodgement of its most recent annual financial report and before the issue of this Prospectus:

06/12/2013	Cleansing statement
06/12/2013	Appendix 3B
05/12/2013	Final Director's Interest Notice
05/12/2013	Change of Director's Interest Notice
05/12/2013	Change of Director's Interest Notice
02/12/2013	Cleansing Statement
02/12/2013	Change of company details
02/12/2013	Results of General Meeting
02/12/2013	Appendix 3B - Placement
02/12/2013	Appendix 3B
18/11/2013	Latest company presentation
01/11/2013	Quarterly activities and cashflow report

Any person may request, and the Company will provide free of charge, a copy of any of the above announcements during the period of this Prospectus.

The Company from time to time makes announcements to ASX in accordance with its continuous disclosure obligations and the Listing Rules of ASX. Announcements can be viewed by visiting the website of ASX www.asx.com.au or the Company's website www.ausamerican.com.

$6.2$ Director's interest in securities

Except as disclosed in the Prospectus, no Director or proposed Director has, or has had within two years of lodgement of this Prospectus, any interest in:

the formation or promotion of the Company; or $(a)$
$(b)$ any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
$(c)$ the Offer.

Except as disclosed in the Prospectus, no person has paid or agreed to pay any amount to any Director or has given or agreed to give any benefit to any Director, to induce the Director to become, or to qualify as, a Director of the Company or otherwise for services rendered by the Director in connection with the formation or promotion of the Company or the Offer.

As at the date of this Prospectus, the Directors' direct and/or indirect interests in Shares, Options and Performance Rights in the Company are as follows:

Director	Shares	Options	Performance Rights
Ben Mead	1,775,500	9,000,000	Nil
Richard Holmes	7,890,000	Nil	8,000,000
Don Falconer	1,822,916	Nil	4,000,000
Peter Landau	Nil	Nil	Nil

The Directors are not entitled to participate in the Offer without Shareholder approval.

The Directors' salaries and fees are detailed in the table below:

Director	Year ending 30 June 2012	Year ending 30 June 2013
Ben Mead	Nil	Nil
Richard Holmes	\$38,226	\$271,300
Don Falconer	\$33,330	\$33,333
Peter Landau	Nil	Nil

Non-executive Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at Board meetings and otherwise in the execution of their duties as Directors. Where the Company requests non-executive Directors or their related entities to perform services outside the normal scope of their duties as Directors. further amounts may be paid at ordinary commercial rates for such services.

Further details of the remuneration of Directors are set out in the Remuneration Report contained in the Company's 2013 Annual Report. A copy of the 2013 Annual Report will be provided free of charge to anyone who requests it during the application period of this Prospectus. A copy may also be downloaded from the Company's website www.ausamerican.com.

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity has nor has had in the last two years prior to the date of lodgement of this Prospectus any interest in:

$(a)$ the formation or promotion of the Company:
property acquired or proposed to be acquired by the Company in connection with its $(b)$ formation or promotion or the Offer; or
$(c)$ the Offer as provided for in this Prospectus.

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given in connection to any of those persons in connection with:

$(a)$ the formation or promotion of the Company; or
$(b)$ the Offer.

HopgoodGanim will be paid fees of approximately \$4,000 (plus GST) in connection with the preparation of this Prospectus.

Computershare Investor Services Pty Ltd has been appointed to conduct the Company's share registry functions and to provide administrative services in respect to issue of the Shares and will be paid for these services on standard industry terms and conditions.

$6.3$ Share price information

The latest available market sale price of the Company's ordinary shares on ASX immediately before the date of this Prospectus was:

Last Closing Sale Price	Date
\$0.005	18 December 2013

The highest and lowest recorded sale prices of the Company's ordinary shares on the ASX during the nine months immediately preceding the date of this Prospectus and the respective dates of those sales were:

Highest Closing Sale Price Date
\$0.031	1 May 2013

----- Lowest Closing Sale Price	∣ Date
\$0.005	18 December 2013

$6.4$ Consents

Each of the parties referred to in this section:

$(a)$ does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and
to the maximum extent permitted by law, expressly disclaims and takes no responsibility $(b)$ for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Computershare Investor Services Pty Ltd has given its consent to be named in this Prospectus as the share registry of the Company in the form and context in which it is named and at the time of lodging this Prospectus with ASIC has not withdrawn such consent. Computershare has not caused or authorised the issue of any part of this Prospectus.

HopgoodGanim has given its consent to be named in this Prospectus as lawyers of the Company in the form and context in which it is named and at the time of lodging this Prospectus with ASIC has not withdrawn such consent.

6.5 Expenses of the Offer

The total estimated cost of the Offer, comprising legal fees, ASIC fees and administrative expenses is expected to be approximately \$7,000.

Litigation 6.6

The Company is not involved in any legal or arbitration proceedings nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

7. Directors' Statement

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors' knowledge, before any issue of Shares pursuant to this Prospectus.

Each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Dated: 19 December 2013

Signed for and on behalf of AusAmerican Mining Limited by

Jim Malone Company Secretar

$\mathbf{R}$ Definitions

In this Prospectus the following terms and abbreviations have the following meanings unless otherwise stated:

ABN means Australian Business Number.

ASIC means Australian Securities & Investments Commission.

ASX means Australian Securities Exchange Limited ACN 008 624 691.

Business Day means a day on which trading takes place on the stock market of ASX.

CHESS means ASX Clearing House Electronic Sub-registry System.

Company or AIW means AusAmerican Mining Limited ABN 99 073 155 781 and where relevant. its subsidiary companies.

Constitution means the Company's Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Directors mean the directors of the Company.

Dollar or \$ means Australian dollars unless otherwise specified.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Offer means the offer of 1 Share at an issue price of \$0.028 per Share together with 1 free attaching Option exercisable at \$0.09 on or before 1 March 2015 for every Share subscribed for and issued.

Option means an option to subscribe for a Share.

Performance Rights means Performance Rights issued under the Company's Performance Rights Plan (each of which entitle the holder to one Share subject to satisfaction of certain share price hurdles of the Company).

Prospectus means the prospectus constituted by this document in connection with the Offer.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.