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ORBMINCO LIMITED — Proxy Solicitation & Information Statement 2011
Aug 31, 2011
65473_rns_2011-08-31_e8908889-f248-4d5d-9ce4-f31df6201e99.pdf
Proxy Solicitation & Information Statement
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1 September 2011
Dear Shareholder,
SHAREHOLDERS SHOULD IGNORE CROSSHAIR’S STATEMENTS AND ASSERTIONS
SHAREHOLDERS SHOULD VOTE IN FAVOUR OF THE RESOLUTIONS AT THE SHAREHOLDERS' MEETING ON 9 SEPTEMBER 2011
A Canadian listed uranium exploration company, Crosshair Exploration & Mining Corporation (“ Crosshair ”), has recently released two press releases and written to all shareholders outlining a proposed offer for the uranium assets of AusAmerican and making certain claims against your Board and management.
The Board and management of your Company urge you to disregard the claims and assertions made by Crosshair and Vote In Favour of the resolutions before the shareholders' meeting on 9 September 2011.
A further copy of the proxy form sent out with the Notice of Meeting is attached and the Board recommends that you lodge your proxy before 10am (WST) on 7 September 2011 and Vote In Favour of the resolutions.
SHAREHOLDERS' MEETING: 9 SEPTEMBER 2011
The resolutions before shareholders at the meeting on 9 September 2011 deal with the Company's intention to be dual listed on the ASX and TSX Venture Exchange, in particular, Resolution 1 (Share Consolidation), Resolution 2 (Amendment to Constitution) and Resolution 3 (Employee Share Option Plan). Resolutions 4 and 5 deal with the issue of options to the Company's newly appointed Canadian based directors and Resolutions 6, 7 and 8 seek ratification of securities previously issued.
The Board maintains its view that the proposed dual listing is in the best interests of shareholders and the decision to dual list on the Canadian market was influenced by the following issues:
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(a) Size of market ‐ The Canadian market is the largest market in the world for mining stocks in terms of dollars invested and number of companies.
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(b) Proximity of projects – The Company’s resource projects are located 100% in North America which we believe will assist the investors in understanding the projects better; and
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(c) Valuation ‐ Canadian market valuation per Enterprise Value ( EV ) per pound of JORC /43‐101 pound of U3O8 (EV/lb) for uranium junior exploration/development companies is traditionally valued higher by the Canadian market comparative to the Australian market.
Therefore, the Company's Board of Directors maintains its recommendation to shareholders that they should Vote In Favour of the resolutions at the forthcoming meeting.
Australian‐American Mining Corporation Limited 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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CROSSHAIR PROPOSAL
Crosshair submitted a non‐binding proposal to the Company on 10 August 2011 whereby Crosshair sought to acquire the Company's US Uranium assets, namely the Apex/Lowboy project, the Lonestar project and the Rio Puerco project (“ US Uranium Assets ”). The non‐binding proposal specified that the consideration would be US$12.85 million, comprised of Crosshair shares valued at the 10 day VWAP immediately prior to the closing of the proposed transaction. To date, the Company has not had the opportunity to undertake due diligence of Crosshair to satisfy itself as to the value of Crosshair shares.
Since 10 August 2011, the Company's solicitors have been in communication with Crosshair's solicitors on a number of occasions and as late as 24 August 2011, the Company's solicitors forwarded to Crosshair a revised draft term sheet and confidentiality agreement.
The Company rejects that it has not dealt with this matter in an expeditious and meaningful manner.
The Board's current view of the Crosshair proposal is that:
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Until the Company is allowed by Crosshair to undertake a full due diligence of Crosshair, the Board is not in a position to assess whether the proposed consideration, being Crosshair shares, is appropriate. There is no cash consideration being offered to the Company by Crosshair other than by the sale of Crosshair shares after completion of the proposed transaction;
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Shareholders would be giving up 100% of the US Uranium Assets in return for Crosshair shares;
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Crosshair’s claim of offering superior performance and management is not reflected by the chart below which demonstrates that Crosshair shares have under‐performed those of the Company's shares this year;
Relative Performance (2011 YTD to 26-Aug-2011)
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----- Start of picture text ----- Indexed Price Performance Price (Indexed to 100)160Year-to-date, CXX is down over 75%140compared to AIW, down only 53%1201008078.06046.74020 24.10Jan Feb Mar Apr May Jun Jul AugUranium (NYM $/lbs) Australian-American Mining Corp. Ltd.Crosshair Exploration & Mining Corp.Source: FactSet Prices----- End of picture text -----
- In the week prior to the Fukushima crisis in Japan, in March this year, the market valued the Company's US Uranium Assets at an enterprise value in the order of $22 million ‐ nearly double the Crosshair offer.
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Consequently, your Board, at this time, cannot recommend the sale of the US Uranium Assets, owned 100% by the Company, in return for shares in Crosshair. The Company has provided to Crosshair a draft confidentiality agreement which would permit the Company to undertake due diligence, however, that document is yet to be accepted by Crosshair.
Other aspects that shareholders should take into consideration are:
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It should be noted that the management (including consultants) and Directors of the Company currently hold an interest in 12% of the issued capital of the Company and, in addition options and any suggestion that management or Directors of the Company are not affected by a declining share price is rejected. Also, the company's executive salaries are at market rates.
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The Board has recently been boosted by the addition of Don Falconer, a highly respected Toronto‐based uranium veteran and Simon Jackson, who is Vancouver‐based and was a member of the Red Back Mining senior management team that took an ASX listed, $40 million market capitalised company to Canada in 2004 and sold it as a TSX listed company to Kinross Gold last year for in excess of $9 billion.
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The Company has an experienced, focused and hard‐working North American based team focused on developing the US Uranium Assets and increasing the value of your shareholding.
WE URGE ALL SHAREHOLDERS TO SUPPORT THE STRATEGY OF THE CURRENT BOARD AND MANAGEMENT AND REJECT THE ASSERTION THAT CROSSHAIR IS TRYING TO UNLOCK YOUR VALUE. YOUR BOARD WILL CONTINUE WITH ITS CONSIDERED STRATEGY TO DEVELOP OUR ASSETS AND OBTAIN A LISTING ON THE TSX VENTURE EXCHANGE. TO THIS END, WE URGE YOU TO SUPPORT THE RESOLUTIONS PUT FORWARD AT THE UPCOMING GENERAL MEETING AND ENCLOSE A NEW PROXY FORM TO ASSIST YOU IN DOING SO. YOUR BOARD WILL CONTINUE TO ACT IN THE BEST INTERESTS OF ALL SHAREHOLDERS.
Yours faithfully,
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Jim Malone Executive Chairman
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PROXY FORM
APPOINTMENT OF PROXY AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781
GENERAL MEETING
I/We of
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being a member of Australian-American Mining Corporation Limited entitled to attend and vote at the General Meeting, hereby Appoint
Name of proxy
OR the Chair of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10:00am (WST), on 9 September 2011 at 572 Hay Street, Perth, Western Australia, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all Resolutions.
If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolutions please place a mark in this box.
By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chair of the General Meeting for the Resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.
OR
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 – Approval of Share Consolidation Resolution 2 – Amendment of Constitution Resolution 3 – Approval of Employee Share Option Plan (ESOP) Resolution 4 – Approval of issue of Options to Mr Simon Jackson Resolution 5 – Approval of issue of Options to Mr Don Falconer Resolution 6 – Ratification of Issue of Shares to Lone Star LLC Resolution 7 – Ratification of Issue of Shares to Stith Mining LLC Resolution 8 – Ratification of Issue of Options to Management
Note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is
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Signature of Member(s): Date: ______________________ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary
Contact Name: ______________________________________ Contact Ph (daytime): ______________________________
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AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781
Instructions for Completing ‘Appointment of Proxy’ Form
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( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
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( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
( Signing Instructions ):
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( Individual ): Where the holding is in one name, the member must sign.
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( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
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( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
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( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
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( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to PO Box 1788, West Perth, WA, 6872; or
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(b) facsimile to +61 08 9325 5574.
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so that it is received not later than 10.00am (WST) on 7 September 2011.
Proxy forms received later than this time will be invalid.
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