ORBMINCO LIMITED — Proxy Solicitation & Information Statement 2013

Feb 13, 2013

AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED ACN 073 155 781

NOTICE OF GENERAL MEETING

TIME : 11.00am (WST) DATE : Friday 15[th] March 2013 PLACE : Level 4, 105 St Georges Tce 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 9481 0799.

Notice of General Meeting (setting out the proposed resolutions)

CONTENTS PAGE

Explanatory Statement (explaining the proposed resolutions)

Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

1.1 VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am (WST) on Friday 15th March 2013 at:

Level 4, 105 St Georges Tce

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 Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001; or

• (b) by facsimile to +61 03 9473 2555 (outside Australia) or 1800 783 447 (within Australia).

so that it is received not later than 11.00am (WST) on Wednesday 13[th] March 2013.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 11am (WST) on Friday 15[th] March 2013 at Level 4, 105 St Georges Tce, 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 Wednesday 13[th] March 2013.

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

AGENDA

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

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 a total of 15,000,000 ordinary shares on 12 December 2012 be ratified."

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 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.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES

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 a total of 21,558,533 ordinary shares on 12 February 2013 be ratified."

Voting Exclusion: The Company will disregard any votes cast on Resolution 2 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.

3. RESOLUTION 3 – APPROVAL OF ISSUE OF ATTACHING OPTIONS

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 and allotment of 10,779,266 options exercisable at $0.09 each on or before 1 March 2015 on the terms set out in the Explanatory Statement be approved."

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 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.

4. RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES AND ATTACHING OPTIONS

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 and allotment of up to 60,000,000 ordinary shares at an issue price of not less than $0.042 per share and up to 30,000,000 free attaching options on the terms set out in the Explanatory Statement be approved."

Voting Exclusion : The Company will disregard any votes cast on Resolution 4 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.

5. RESOLUTION 5 – 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 and allotment of 4,000,000 options exercisable at $0.09 each on or before 1 March 2015 on the terms set out in the Explanatory Statement to Peloton Capital Pty Ltd be approved."

Voting Exclusion : The Company will disregard any votes cast on Resolution 5 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.

6. RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO DJ CARMICHAEL 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 and allotment of 6,000,000 options exercisable at $0.09 each on or before 1 March 2015 on the terms set out in the Explanatory Statement to DJ Carmichael 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.

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7. RESOLUTION 7 – APPROVAL OF ISSUE OF OPTIONS TO KEO PROJECTS PTY LTD OR NOMINEE

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 and allotment of1,000,000 options exercisable at $0.09 each on or before 1 March 2015 on the terms set out in the Explanatory Statement to Keo Projects Pty Ltd or its nominee be approved."

Voting Exclusion : The Company will disregard any votes cast on Resolution 7 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 FEBRUARY 2013 BY ORDER OF THE BOARD

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JIM MALONE AUSTRALIAN-AMERICAN MINING CORPORATION LIMITED COMPANY SECRETARY

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EXPLANATORY STATEMENT

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 11am (WST) on 15[th] March 2013 at Level 4, 105 St George Tce, 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 – RATIFICATION OF ISSUE OF SHARES

Resolution 1 seeks Shareholder ratification for the issue of a total of 15,000,000 Shares that the Company made on 12 December 2012.

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 the Shares described in this Resolution 1 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.

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 1:

• (a) the number of Shares issued and allotted by the Company was 15,000,000 Shares;

• (b) the Shares were allotted at an issue price of $0.03 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 various sophisticated and institutional investors, none of whom were related parties of the Company;

• (e) As announced on 12 December 2012, the funds raised by the issue of the Shares were used to buy back the remaining convertible securities issued to Australia Special Opportunity, LP under the convertible securities agreement announced by the Company on 29 February 2012, with the surplus funds used to provide funding for working capital purposes; and

• (f) A voting exclusion statement is included in the Notice.

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2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES

Resolution 2 seeks Shareholder ratification for the issue of 21,558,533 fully Shares that the Company made on 12 February 2013.

6,935,120 Shares were issued pursuant to the Company's 15% placement capacity under Listing Rule 7.1 and 14,623,413 shares were issued pursuant to the Company's additional 10% placement capacity pursuant to Listing Rule 7.1A.

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.

Having obtained shareholder approval at the Company's Annual General Meeting on 30 November 2012 ( 2012 AGM ), the Company has an additional 10% placement capacity under to Listing Rule 7.1A.

Issues of securities made under Listing Rule 7.1A can also, after they have been made, be ratified under Listing Rule 7.4. This has the effect of 'refreshing' the Company’s ability to issue shares within the additional 10% 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 the Shares described in this Resolution 2 have been issued within the Company’s remaining combined capacity under Listing Rules 7.1 and 7.1A, 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 under Listing Rule 7.1 and Listing Rule 7.1A 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 2:

• (a) the number of Shares issued and allotted by the Company was:

• (i) pursuant to Listing Rule 7.1: 6,935,120 Shares; and

• (ii) pursuant to Listing Rule 7.1A: 14,623,413 Shares;

• (b) the Shares were allotted at an issue price of $0.042 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 various sophisticated and institutional investors, none of whom were related parties of the Company;

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• (e) the funds raised with the issue of the Shares will be used to further advance the Company’s Bluebell and De Soto VMS copper/gold/silver projects located in Arizona, USA; and

• (f) A voting exclusion statement is included in the Notice.

3. RESOLUTION 3 – APPROVAL OF ISSUE OF OPTIONS

Resolution 3 seeks Shareholder approval for the issue of 10,779,266 Options exercisable at AU$0.09 per Option on or before 1 March 2015 on the terms set out in the Explanatory Statement.

The Options will be issued as free attaching Options under the Share placement the subject of Resolution 2, on the basis of 1 free attaching Option for every 2 Shares subscribed for.

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.

Having obtained shareholder approval at the 2012 AGM, the Company also has an additional 10% placement capacity under to Listing Rule 7.1A.

As the issue of the Options described in this Resolution 3 would fall outside of the Company's remaining placement capacity under Listing Rule 7.1 and Listing Rule 7.1A, the Company is unable to issue the attaching options without shareholder approval.

The Options will initially be unlisted; however the Company will apply for quotation after the general meeting the subject of this notice.

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 Shares the subject of this Resolution 3:

• (a) the maximum number of Options issued and allotted by the Company will be 10,779,266 Options;

• (b) the Options will be issued and allotted immediately following approval of Shareholders to their issue but in any event no more than 3 months from the date of shareholder approval;

• (c) The Options will be issued for nil consideration as free attaching Options pursuant to the placement the subject of Resolution 2;

• (d) the Options will be issued to the same sophisticated and institutional investors who receive Shares pursuant to the placement the subject of Resolution 2, none of whom are related parties of the Company;

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• (e) The terms of the Options are set out in Schedule 1 and 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 $0.09;

• (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;

• (f) No funds will be raised by the issue of the Options; and

• (g) A voting exclusion statement is included in the Notice.

4. RESOLUTION 4 – APPROVAL OF ISSUE OF SHARES AND ATTACHING OPTIONS

Resolution 4 seeks shareholder approval to issue a maximum of 60,000,000 Shares at a price no less 4.2 cents per Share (being the issue price of the Shares the subject of Resolution 2) and a maximum of 30,000,000 free attaching Options. Options will be issued on the basis of 1 free attaching Option for every 2 Shares subscribed for.

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.

Having obtained shareholder approval at the 2012 AGM, the Company also has an additional 10% placement capacity under to Listing Rule 7.1A.

The Company seeks Shareholder approval of the issue of those Shares and 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.

The Options will initially be unlisted; however the Company will apply for quotation after the general meeting the subject of this notice.

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 Shares and Options the subject of this Resolution 4:

• (a) The maximum number of securities to be issued will be 60,000,000 fully paid ordinary shares and 30,000,000 free attaching Options;

• (b) The Shares will be issued at a minimum of 4.2 cents per share (being the same price as the placement the subject of Resolution 2). The Options will be issued for nil consideration as free attaching Options;

• (c) The Shares and Options will be issued and allotted as soon as practicable, but in any event no more than 3 months from the date of shareholder approval;

• (d) The Shares and Options will be issued to sophisticated and institutional investors, none whom will be related parties of the Company;

• (e) The Shares issued will be fully paid ordinary Shares in the capital of the Company and rank pari passu with the Company’s existing Shares. The

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terms of the Options are set out in Schedule 1 and 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 $0.09;

• (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;

• (f) The funds raised with the issue of the Shares will be used to provide funding for working capital purposes. No funds will be raised by the issue of the free attaching Options; and

• (g) A voting exclusion statement is contained in the Notice of General Meeting.

5. RESOLUTION 5 – APPROVAL OF ISSUE OF OPTIONS TO PELOTON CAPITAL PTY LTD

Resolution 5 seeks Shareholder approval for the issue of 4,000,000 Options exercisable at AU$0.09 per option on or before 1 March 2015 on the terms set out in this Explanatory Statement to Peloton Capital Pty Ltd ( Peloton ). The Options will be issued as part of the fee payable to Peloton in connection with the placements the subject of Resolutions 2, 3 and 4.

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 the Options described in this Resolution 5 will be issued within the 15% limit (subject to Resolutions 1, 2 and 3 being passed), 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.

The Options will initially be unlisted; however the Company will apply for quotation after the general meeting the subject of this notice.

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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 5:

• (a) The number of Options issued by the Company will be 4,000,000 Options;

• (b) The Options will be issued and allotted immediately following approval of Shareholders to their issue but in any event no more than 3 months from shareholder approval;

• (c) The Options will be issued for nil consideration. If all Options issued pursuant to Resolution 5 are exercised, a further $360,000 would be received by the Company. The funds raised will be used by the Company to provide funding for working capital purposes;

• (d) The Options will be issued to Peloton;

• (e) The terms of the Options are set out in Schedule 1 and 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 $0.09;

• (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;

• (f) A voting exclusion statement is included in the Notice.

6. RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO DJ CARMICHAEL PTY LTD

Resolution 6 seeks Shareholder approval for the issue of 6,000,000 Options exercisable at AU$0.09 per option on or before 1 March 2015 on the terms set out in this Explanatory Statement to DJ Carmichael Pty Ltd ( DJ Carmichael ). The Options will be issued as part of the fee payable to DJ Carmichael in connection with the placements the subject of Resolution 2, 3 and 4.

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 the Options described in this Resolution 6 will be issued within the 15% limit (subject to Resolutions 1, 2 and 3 being passed), 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.

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The Options will initially be unlisted; however the Company will apply for quotation after the general meeting the subject of this notice.

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:

• (a) The number of Options issued by the Company will be 6,000,000 Options;

• (b) The Options will be issued and allotted immediately following approval of Shareholders to their issue but in any event no more than 3 months from shareholder approval;

• (c) The Options will be issued for nil consideration. If all Options issued pursuant to Resolution 6 are exercised, a further $540,000 would be received by the Company. The funds raised will be used by the Company to provide funding for working capital purposes;

• (d) The Options will be issued to DJ Carmichael;

• (e) The terms of the Options are set out in Schedule 1 and 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 $0.09;

• (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;

• (f) A voting exclusion statement is included in the Notice.

7. RESOLUTION 7 – APPROVAL OF ISSUE OF OPTIONS TO KEO PROJECTS PTY LTD OR NOMINEE

Resolution 7 seeks Shareholder approval for the issue of 1,000,000 Options exercisable at AU$0.09 per option on or before 1 March 2015 on the terms set out in this Explanatory Statement to Keo Projects Pty Ltd ( Keo Projects ) or its nominee. The Options will be issued to Keo Projects or its nominee as consideration for services rendered in connection with the placements the subject of Resolution 2, 3 and 4.

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.

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While the Options described in this Resolution 7 will be issued within the 15% limit (subject to Resolutions 1, 2 and 3 being passed), 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.

The Options will initially be unlisted; however the Company will apply for quotation after the general meeting the subject of this notice.

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:

• (a) The number of Options issued by the Company will be 1,000,000 Options;

• (b) The Options will be issued and allotted immediately following approval of Shareholders to their issue but in any event no more than 3 months from shareholder approval;

• (c) The Options will be issued for nil consideration. If all Options issued pursuant to Resolution 7 are exercised, a further $90,000 would be received by the Company. The funds raised will be used by the Company to provide funding for working capital purposes;

• (d) The Options will be issued to Keo Projects or its nominee;

• (e) The terms of the Options are set out in Schedule 1 and 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 $0.09;

• (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;

• (f) A voting exclusion statement is included in the Notice.

8. ENQUIRIES

Shareholders are required to contact Jim Malone on +61 8 9481 0799 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting means the annual general meeting of Shareholders of the Company required by section 250N of the Corporations Act.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.

Company means Australian-American Mining Corporation Limited (ACN 073 155 781).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Listing Rules means the listing rules of ASX

General Meeting or Meeting means the meeting convened by the Notice of Meeting.

Notice or Notice of Meeting means this notice of general meeting including the Explanatory Statement.

Option means option to acquire a Share.

Optionholder means the holder of an Option.

Proxy Form means the proxy form attached to the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Schedule means a Schedule to the Explanatory Statement.

Security means a Share or an Option.

Securityholder means the holder of a Security.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 - TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTIONS 3, 4, 5, 6 and 7

The terms and conditions of the Options issue pursuant to Resolutions 3, 4 and 5 are as follows:

(a) Exercise Price

The exercise price of each Option is 9 cents per Share.

(b) Entitlement

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

(c) Option Period

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

(d) 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.

(e)

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.

(f)

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.

(g) Method of Exercise of an Option

• (i) 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.

• (ii) 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.

• (iii) Subject to paragraph (g)(i) 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.

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• (iv) 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.

• (v) 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.

• (vi) 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.

(h) ASX Listing

• (i) The Company will apply to ASX for quotation of the Options.

• (ii) 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.

(i)

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.

(j)

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.

(k) No Change of Options Exercise Price or Number of Underlying Shares

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

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Australian-American Mining Corporation Limited ABN 99 073 155 781

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 11.00am (WST) Wednesday 13[th] March 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View or update your securityholding, 24 hours a day, 7 days a week:

Your secure access information is:

Review your securityholding SRN/HIN:

Update your securityholding  PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

Proxy Form

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
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Australian-American Mining Corporation Limited hereby appoint

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the Chairman of the meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Australian-American Mining Corporation Limited to be held at Level 4, 105 St Georges Terrace, Perth WA 6000 on Friday, 15[th] March 2013 at 11.00am (WST) and at any adjournment of that meeting.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

1. Ratification of Issue of Shares

2. Ratification of Issue of Shares

3. Approval of Issue of Attaching Options

4. Approval of Issue of Shares and Attaching Options

5. Approval of Issue of Options to Peloton Capital Pty Ltd

6. Approval of Issue of Options to DJ Carmichael

7. Approval of Issue of Options to Keo Projects Pty Ltd or Nominee

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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1 6 2 7 1 2 A

A I W