ORBMINCO LIMITED - Proxy Solicitation & Information Statement 2012

AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

NOTICE OF GENERAL MEETING

TIME : 11.30am (WST) DATE : Monday 28[th] May 2012 PLACE : 572 Hay Street Perth, WA, 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Mr Jim Malone on +61 8 9325 5568.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions) 1 Explanatory Statement (explaining the proposed resolutions) 3 Proxy Form 10

TIME AND PLACE OF ME ETING AND HOW TO VOT E

1.1 VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.30am (WST) on Monday 28[th] May 2012 at:

572 Hay Street Perth WA 6000

1.2 YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

1.3 VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

1.4 VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

(a) by post to 572 Hay Street, Perth, WA, 6000; or
(b) by facsimile to +61 08 9325 5574.

so that it is received not later than 10.00am (WST) on Friday 25th May 2012.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL ME ETI NG

Notice is given that the General Meeting of Shareholders will be held at 11.30am (WST) on Monday 28[th] May 2012 at 572 Hay Street, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5.00pm (WST) on Friday 25[th] May 2012.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR RICHARD HOLMES

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant 15,000,000 Performance Rights, each to acquire 1 ordinary fully paid share in the Company, to Mr Richard Holmes, subject to the Performance Hurdles and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting".

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by Mr. Holmes or any of his associates or any Director of the Company (except one that is ineligible to participate in the Performance Rights Plan or any plan in relation to the Company) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. RESOLUTION 2 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR MARK CEGLINSKI

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant 15,000,000 Performance Rights, each to acquire 1 ordinary fully paid share in the Company, to Mr Mark Ceglinski, subject to the Performance Hurdles and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting".

Voting Exclusion: The Company will disregard any votes cast on Resolution 2 by Mr Ceglinski or any of his associates or any Director of the Company (except one that is ineligible to participate in the Performance Rights Plan or any plan in relation to the Company) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on

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the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF CONVERTBLE SECURITY

To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution :

"That, for the purposes of Listing Rule 7.4 and all other purposes, the issue of Convertible Security A to Australian Special Opportunity Fund, LP on 29 February 2012 be ratified.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by any person who may participate in the issue and a person who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities), and an associate of any such person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 4 – RATIFICATION OF ISSUE OF SECURITIES TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue and allotment to Australian Special Opportunity Fund, LP of a total of 1,398,377 ordinary shares at an issue price of $AU0.058 per share be ratified."

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by a person who has participated in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue and allotment of 600,000 options exercisable at $AU0.0595 each on or before 1 March 2015 to Australian Special Opportunity Fund, LP on 29 February 2012 be ratified."

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by a person who has participated in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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6. RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO PELOTON CAPITAL PTY LTD

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue of 9,000,000 options exercisable at $AU0.09 each on or before 1 March 2015 to Peloton Capital Pty Ltd be approved."

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by any person who may participate in the issue and a person who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities)and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED: 12[TH] MAY 2012 BY ORDER OF THE BOARD

JIM MALONE AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11.30am (WST) on Monday 28[th] May 2012 at 572 Hay Street, Perth, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR RICHARD HOLMES

At the Company’s Annual General Meeting held on 30 November 2009 ( 2009 AGM ), Shareholders approved the establishment of a performance rights plan ( PRP ) to provide ongoing incentives to executives, officers and key employees of the Company.

The PRP enables the Company to issue performance rights to executives, officers and employees of the Company ( Performance Rights ) and to issue Shares to those executives, officers and employees if they achieve the performance and vesting conditions of the Performance Rights.

The Company proposes to issue the Performance Rights to Mr Holmes to reflect the:

(a) likely impact that satisfaction of the performance hurdles will have on the Company’s prospects and monetization of its assets, including its performance and share price; and
(b) increasing level of work required from Directors (both previously and planned) to achieve the performance hurdles.

The issuing of the Performance Rights also assists in the preservation of the Company’s cash reserves as the issue serves to partially remunerate these executive Directors.

Proposed Resolution

Resolution 1 deals with the proposed grant to Mr Holmes, the Company’s Managing Director, or his nominee, of 15,000,000 Performance Rights.

The Performance Rights will be granted for no consideration and are expected to be granted no later than 3 years after the date of this meeting. If the Performance Rights issued to Mr Holmes, become capable of exercise and are fully exercised by Mr Holmes, no funds will be received by the Company. The dilution effect if all Performance Rights are exercised by Mr Holmes will be dependent on the Company’s share capital at the date the Performance Rights are exercised.

Terms and Conditions of Performance Rights to be issued

The general terms and conditions of the PRP were set out in the Explanatory Statement issued by the Company in relation to the 2009 AGM.

The terms and conditions of the Performance Rights to be issued to Mr Holmes are the same as the PRP except that clause 6.2 of the PRP is excluded. Clause 6.2 of the PRP provides:

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6.2 5% LIMIT ON ISSUE OF SHARES

(a) In the case of an offer of Performance Rights for issue, the number of Shares to be received on the exercise of the Performance Rights when aggregated with the number of Shares in the same class which would be issued were each outstanding Performance Right or offer or option to acquire unissued Shares, being an offer made or option or Performance Right acquired pursuant to an employee equity scheme of the company extended only to employees or directors of a member of the Group, to be accepted or exercised (as the case may be) must not exceed 5% of the total number of issued Shares in that class as at the time of the offer.

(b) In calculating the number of Shares which may be the subject of an offer of Performance Rights:
(i) any offer made or Performance Right acquired or issued by way of or as a result of:
- A. an offer to a person situated outside Australia at the time of receipt of the offer; or
- B. an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
- C. any other offer permitted by Class Order 03/184 of the Australian Securities & Investment Commission (as may be amended from time to time) to be exempted, or
(ii) Shares subject to options or Performance Rights which have lapsed,

shall be disregarded.

The performance hurdles attaching to the Performance Rights to be granted to Mr Holmes are as follows:

Holmes are as follows:
Performance Hurdle	Performance Rights
On joining the Board of AusAmerican	2,000,000
On finalisation of an agreement to bring in a new project to AusAmerican	5,000,000
On the AusAmerican share price trading at greater than 20 cents per share for more than five consecutive days	3,500,000
On the AusAmerican share price trading at greater than 25 cents per share for more than five consecutive days	4,500,000

Listing Rule 10.14

Listing Rule 10.14 provides that a listed entity must not issue equity securities under an employee incentive scheme (which includes a PRP) to a related party without Shareholder approval. The proposed grant of Performance Rights to Mr Holmes requires approval by Shareholders under the Listing Rules.

As the issue will be made under the PRP, approval is not required under Listing Rule 7.1 (which limits the number of equity securities the Company may issue within a 12 month period to not more than 15% of the total number of ordinary securities on issue without the requirement for Shareholder approval).

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Approval is also not required under Listing Rule 10.11 (which, in the absence of obtaining Shareholder approval under Listing Rule 10.14 would be necessary to issue securities to a related party of the Company).

The Company has formed the view that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in relation to the issue of Performance Rights to Mr Holmes.

Chapter 2E prohibits the giving of a financial benefit to a related party of a public company, unless the financial benefit has been approved by shareholders, or the giving of that benefit falls within an exception set out in Chapter 2E.

Section 211 provides an exception for a benefit that comprises remuneration to an officer of a public company where such remuneration is reasonable in the circumstances of the company and that officer's particular circumstances (i.e. having regard to the responsibilities of involved in such office). Accordingly, the Company considers that the exception in section 211 of the Corporations Act applies to the proposed issue of Performance Rights to Mr Holmes.

Specific Disclosure of Information as Required by the Listing Rules

For the purposes of Listing Rules 10.14 and 10.15A, the following information is provided:

(a) The number of Performance Rights to be granted to Mr Holmes is 15,000,000, each exercisable for 1 Share, subject to satisfaction of the Performance Hurdles and all other applicable terms and conditions. The maximum number of Shares that may be issued upon exercise of the Performance Rights the subject of this Resolution 1 is 15,000,000 and upon exercise of the Performance Rights, the Shares will rank equally with all other shares of the Company on issue.
(b) No amount will be payable by Mr Holmes to acquire the Performance Rights or upon the exercise of the Performance Rights.
(c) The establishment of the PRP was approved by Shareholders at the 2009 AGM. Since the last approval the following people have received performance rights under the PRP:

Recipient	Number of Performance Rights received	Acquisition Price
Jim Malone	1,000,000	Nil
Denis Geldard	1,000,000	Nil

(d) None of the performance rights referred to in paragraph (k) were exercised and all of the performance rights referred to in paragraph (k) have expired.
(e) Under the PRP, subject to approval of shareholders, any employee, officer or consultant of the Company is entitled to participate in the PRP.
(f) A voting exclusion statement is included in the Notice of Meeting.
(g) Subject to the approval of this Resolution 1, the issue of the Performance Rights referred to in this Resolution will be issued upon the satisfaction of the Performance Hurdles, but in any event no later than the date that is 3 years after the date of this meeting.
(h) Details of any Performance Rights issued under the PRP will be published in each annual report of the Company relating to the period in which the

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Performance Rights were issued and, where applicable, it will be noted that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14.

(i) Any additional persons (being related parties of the Company or persons referred to in Listing Rule 10.14) who become entitled to participate in the PRP after this Resolution was approved and who are not named in this notice of meeting will not participate until approval is obtained under Listing Rule 10.14.

(j) No loan will be provided to Mr Holmes by the Company in connection with the issue of the Performance Rights or the underlying issue of Shares should the Performance Rights be exercised.

2. RESOLUTION 2 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR MARK CEGLINSKI

The Company proposes to issue the Performance Rights to Mr Ceglinski to reflect the:

(a) likely impact that satisfaction of the performance hurdles will have on the Company’s prospects and monetization of its assets, including its performance and share price; and
(b) increasing level of work required from Directors (both previously and planned) to achieve the performance hurdles.

The issuing of the Performance Rights also assists in the preservation of the Company’s cash reserves as the issue serves to partially remunerate these executive Directors.

Proposed Resolution

Resolution 2 deals with the proposed grant to Mr Ceglinski, the Company’s nonexecutive Chairman, or his nominee, of 15,000,000 Performance Rights.

The Performance Rights will be granted for no consideration and are expected to be granted no later than 3 years after the date of this meeting. If the Performance Rights issued to Mr Ceglinski become capable of exercise and are fully exercised by Mr Ceglinski, no funds will be received by the Company. The dilution effect if all Performance Rights are exercised by Mr Ceglinski will be dependent on the Company’s share capital at the date the Performance Rights are exercised.

Terms and Conditions of Performance Rights to be issued

The general terms and conditions of the PRP were set out in the Explanatory Statement issued by the Company in relation to the 2009 AGM.

The terms and conditions of the Performance Rights to be issued to Mr Ceglinski are the same as the PRP except that clause 6.2 of the PRP is excluded. Clause 6.2 of the PRP provides:

6.2 5% LIMIT ON ISSUE OF SHARES

(a) In the case of an offer of Performance Rights for issue, the number of Shares to be received on the exercise of the Performance Rights when aggregated with the number of Shares in the same class which would be issued were each outstanding Performance Right or offer or option to acquire unissued Shares, being an offer made or option or Performance

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Right acquired pursuant to an employee equity scheme of the company extended only to employees or directors of a member of the Group, to be accepted or exercised (as the case may be) must not exceed 5% of the total number of issued Shares in that class as at the time of the offer.

(b) In calculating the number of Shares which may be the subject of an offer of Performance Rights:
(i) any offer made or Performance Right acquired or issued by way of or as a result of:
- A. an offer to a person situated outside Australia at the time of receipt of the offer; or
- B. an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
- C. any other offer permitted by Class Order 03/184 of the Australian Securities & Investment Commission (as may be amended from time to time) to be exempted, or
(ii) Shares subject to options or Performance Rights which have lapsed,

shall be disregarded.

The performance hurdles attaching to the Performance Rights to be granted to Mr Ceglinski are as follows:

Ceglinski are as follows:
Performance Hurdle	Performance Rights
On joining the Board of AusAmerican	2,000,000
On finalisation of an agreement to bring in a new project to AusAmerican	5,000,000
On the AusAmerican share price trading at greater than 20 cents per share for more than five consecutive days	3,500,000
On the AusAmerican share price trading at greater than 25 cents per share for more than five consecutive days	4,500,000

Listing Rule 10.14

Listing Rule 10.14 provides that a listed entity must not issue equity securities under an employee incentive scheme (which includes a PRP) to a related party without Shareholder approval. The proposed grant of Performance Rights to Mr Ceglinski requires approval by Shareholders under the Listing Rules.

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The Company has formed the view that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in relation to the issue of Performance Rights to Mr Ceglinski.

Specific Disclosure of Information as Required by the Listing Rules

For the purposes of Listing Rules 10.14 and 10.15A, the following information is provided:

(a) The number of Performance Rights to be granted to Mr Ceglinski is 15,000,000, each exercisable for 1 Share, subject to satisfaction of the Performance Hurdles and all other applicable terms and conditions. The maximum number of Shares that may be issued upon exercise of the Performance Rights the subject of this Resolution 2 is 15,000,000 and upon exercise of the Performance Rights, the Shares will rank equally with all other shares of the Company on issue.
(b) No amount will be payable by Mr Ceglinski to acquire the Performance Rights or upon the exercise of the Performance Rights.
(k) The establishment of the PRP was approved by Shareholders at the 2009 AGM.
(l) Since the last approval the following people have received performance rights under the PRP:

Recipient	Number of Performance Rights received	Acquisition Price
Jim Malone	1,000,000	Nil
Denis Geldard	1,000,000	Nil

(m) None of the performance rights referred to in paragraph (k) were exercised and all of the performance rights referred to in paragraph (k) have expired.
(c)
(d) Under the PRP, subject to approval of shareholders, any employee, officer or consultant of the Company is entitled to participate in the PRP.
(e) A voting exclusion statement is included in the Notice of Meeting.
(f) Subject to the approval of this Resolution 2, the issue of the Performance Rights referred to in this Resolution will be issued upon the satisfaction of the Performance Hurdles, but in any event no later than the date that is 3 years after the date of this meeting.

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(g) Details of any Performance Rights issued under the PRP will be published in each annual report of the Company relating to the period in which the Performance Rights were issued and, where applicable, it will be noted that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14.
(h) Any additional persons (being related parties of the Company or persons referred to in Listing Rule 10.14) who become entitled to participate in the PRP after this Resolution was approved and who are not named in this notice of meeting will not participate until approval is obtained under Listing Rule 10.14.
(i) No loan will be provided to Mr Ceglinski by the Company in connection with the issue of the Performance Rights or the underlying issue of Shares should the Performance Rights be exercised.

3. RESOLUTION 3 - RATIFICATION OF ISSUE OF CONVERTIBLE SECURITY

On 29 February 2012 the Company announced to ASX the execution of a Security Purchase Agreement ( Security Purchase Agreement ) between the Company and Australian Special Opportunity Fund, LP ( ASOF ).

Pursuant to the Security Purchase Agreement, the Company issued a convertible security ( Convertible Security A ) to ASOF on 29 February 2012. The purpose of Resolution 3 is to seek shareholder approval to the issue of Convertible Security A.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company’s ordinary securities on issue at the commencement of that period without shareholder approval.

The exception to this rule contained in Listing Rule 7.4 provides an issue made within the 15% limit will be treated as having been made with the approval of shareholders under Listing Rule 7.1 if subsequently approved by shareholders, thereby ‘refreshing’ the company’s ability to issue shares within the 15% limit, and restoring the company’s ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.

While Convertible Security A has been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of Convertible Security A for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Shares the subject of this Resolution 3:

(a) The amount of Convertible Security A was AU$300,000;
(b) The maximum number of shares that may be issued on conversion of the Convertible Notes, and the price at which such shares will be issued, is dependent on the price of the Company's ordinary shares at the date ASOF elects to convert the security, as set out in (c)(ii) below;

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(c) Convertible Security A was issued to ASOF in accordance with the provisions of the Security Purchase Agreement. The key terms of Convertible Security A are as follows:
(i) ASOF can convert Convertible Security A at any time in minimum tranches of $50,000.
(ii) Convertible Security A is convertible into ordinary shares in the Company at the lesser of either:
- (A) 130% of the average of the daily volume-weighted average price (VWAP) of the Company's ordinary shares during the 20 trading days prior to execution of the Security Purchase Agreement; or
- (B) 85% of the average of three consecutive daily volumeweighted average prices (VWAPs) of the Company's ordinary shares selected by ASOF from the 20 trading days ending on the date immediately prior to the date of conversion.
(iii) The Company has the right to buy back any outstanding portion of the Convertible Security A, 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 the Company;
(d) The funds raised with the issue of Convertible Security A will be used to provide funding for working capital purposes; and
(e) A voting exclusion statement is included in the Notice.

4. RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

Resolution 4 seeks Shareholder ratification for the issue of 862,069 ordinary shares ( Shares ) at an issue price of AU$0.058 per Share that the Company made to ASOF on 3 February 2012 and the issue of a further 536,308 Shares at an issue price of AU$0.058 that the Company made to ASOF on 29 February 2012. The Shares were issued pursuant to the Security Purchase Agreement.

While the Shares described in this Resolution 4 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

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(a) the number of Shares issued and allotted by the Company was 1,398,377 Shares;
(b) the Shares were allotted at an issue price of $0.058 per Share;
(c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank pari passu with the Company’s existing Shares;
(d) the Shares were issued to ASOF in accordance with the provisions of the Security Purchase Agreement. The key terms of the Security Purchase Agreement were set out in an announcement to ASX on 29 February 2012;
(e) The funds raised with the issue of the Shares will be used to provide funding for working capital purposes; and
(f) A voting exclusion statement is included in the Notice.

5. RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

Resolution 5 seeks Shareholder approval for the issue of 600,000 options ( Options ) exercisable at AU$0.0595 per option on or before 1 March 2015 to ASOF. The Options were issued pursuant to the Security Purchase Agreement.

While the Options described in this Resolution 5 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Options for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Options the subject of this Resolution 5:

(a) the number of Options issued and allotted by the Company was 600,000 Options;
(b) the Options were issued and allotted on 29 February 2012;
(c) the Options were issued for nil consideration and as such no funds were raised from the grant of the Options. If all Options issued pursuant to Resolution 5 are exercised, total funds of $35,700 would be received by the Company;

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(d) The Options were issued pursuant to the Security Purchase Agreement. The key terms of the Options are as follows
(i) Each Option entitles the holder to subscribe for one fully paid ordinary share;
(ii) The exercise price for the Options 120% of the VWAP of the Company's ordinary shares for the 20 trading days prior to the execution of the Security Purchase Agreement;
(iii) Upon exercise of the Options, shares allotted will rank equally with the fully paid ordinary shares of the Company;
(iv) The expiry date for the Options is 1 March 2015;
(e) The Options were issued to ASOF;
(f) No funds were raised with the issue of the Options; and
(g) A voting exclusion statement is included in the Notice.

6. RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO PELOTON CAPITAL PTY LTD

Resolution 6 seeks Shareholder approval for the issue of 9,000,000 unlisted options ( Options ) exercisable at AU$0.09 per option on or before 1 March 2015 to Peloton Capital Pty Ltd ( Peloton ). The Options will be issued as part of the consideration paid to Peloton pursuant to an Engagement Letter executed by the Company and Peloton, pursuant to which Peloton will provide professional services to the Company.

While the Options described in this Resolution 6 will be issued within the 15% limit, the Company seeks Shareholder approval of the issue of those Options so that the Company’s ability to issue securities will be maintained and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.3, the following information is provided to Shareholders to allow them to assess the issue of the Options the subject of this Resolution 6:

(h) the number of Options issued by the Company will be 9,000,000 Options;

(i) the Options will be issued immediately following approval of Shareholders to their issue but in any event no more than 3 months from shareholder approval;
(j) the Options will be issued at an issue price of 0.0025c per option, raising $22,500. If all Options issued pursuant to Resolution 6 are exercised, a

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further $810,000 would be received by the Company. The funds raised will be used by the Company to provide funding for working capital;

(k) the Options will be issued to Peloton;
(l) The key terms of the Options are as follows:
(i) Each Option entitles the holder to subscribe for one fully paid ordinary share in the Company at an issue price of 9 cents per share;
(ii) Upon exercise of the Options, shares allotted will rank equally with the fully paid ordinary shares of the Company;
(iii) The Options expire on 1 March 2015.
(m) A voting exclusion statement is included in the Notice.

7. ENQUIRIES

Shareholders are required to contact Jim Malone on +61 8 9325 5568 if they have any queries in respect of the matters set out in these documents.

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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

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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 11.30am (WST), on 28[th] May 2012 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.

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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 Performance rights to Mr Richard Holmes Resolution 2- Approval of Performance rights to Mr Mark Ceglinski Resolution 3- Ratification of issue of Convertible Security A Resolution 4- Ratification of issue of Shares to Australian Special Opportunity Fund, LP Resolution 5- Ratification of issue of Options to Australian Special Opportunity Fund, LP Resolution 6- Approval of issue of Options to Peloton Capital Pty Ltd

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

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): _________

AUS9001.230396.1

Page 15

AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( 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.

( 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.

3. ( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.
( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
( 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.
( 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.
( 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.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to 572 Hay Street, Perth, WA, 6000; or
(b) facsimile to +61 08 9325 5574.

so that it is received not later than 10.00am (WST) on Friday 25[th] May 2012.

Proxy forms received later than this time will be invalid.

AUS9001.230396.1

Page 16

AI assistant

ORBMINCO LIMITED — Proxy Solicitation & Information Statement 2012

65473_rns_2012-04-22_9e9f3e8c-ee35-40e9-9e6f-35e278a3d29d.pdf

NOTICE OF GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF ME ETING AND HOW TO VOT E

1.1 VENUE

1.2 YOUR VOTE IS IMPORTANT

1.3 VOTING IN PERSON

1.4 VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL ME ETI NG

AGENDA

1. RESOLUTION 1 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR RICHARD HOLMES

2. RESOLUTION 2 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR MARK CEGLINSKI

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF CONVERTBLE SECURITY

4. RESOLUTION 4 – RATIFICATION OF ISSUE OF SECURITIES TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

5. RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

6. RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO PELOTON CAPITAL PTY LTD

DATED: 12[TH] MAY 2012 BY ORDER OF THE BOARD

JIM MALONE AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED COMPANY SECRETARY

EXPLANATORY STATEMEN T

1. RESOLUTION 1 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR RICHARD HOLMES

Proposed Resolution

Terms and Conditions of Performance Rights to be issued

6.2 5% LIMIT ON ISSUE OF SHARES

Listing Rule 10.14

Specific Disclosure of Information as Required by the Listing Rules

2. RESOLUTION 2 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MR MARK CEGLINSKI

Proposed Resolution

Terms and Conditions of Performance Rights to be issued

6.2 5% LIMIT ON ISSUE OF SHARES

Listing Rule 10.14

Specific Disclosure of Information as Required by the Listing Rules

3. RESOLUTION 3 - RATIFICATION OF ISSUE OF CONVERTIBLE SECURITY

4. RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

5. RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO AUSTRALIAN SPECIAL OPPORTUNITY FUND, LP

6. RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO PELOTON CAPITAL PTY LTD

7. ENQUIRIES

PROXY FORM

APPOINTMENT OF PROXY AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

GENERAL MEETING

OR

Voting on Business of the General Meeting

AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

Instructions for Completing ‘Appointment of Proxy’ Form

1.

3. ( Signing Instructions ):

Proxy forms received later than this time will be invalid.

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ORBMINCO LIMITED Proxy Solicitation & Information Statement 2012