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ORBMINCO LIMITED Share Issue/Capital Change 2012

Jun 4, 2012

65473_rns_2012-06-04_707ce848-2712-4de2-b9cf-7af43fae2f00.pdf

Share Issue/Capital Change

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Australian-American Mining Corporation Limited ( Company )

ACN 073 155 781

We (the entity) give ASX the following information.

1. Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Unlisted options over Ordinary Shares
(Options)
Performance Rights (under the Company's
Performance Rights Plan)(Performance
Rights)
9,000,000 Options
30,000,000 Performance Rights
Options
The Options will be exercisable at $0.09 per
Option into Ordinary Shares on or before 1
March 2015.
Performance Rights
-
An entitlement to one ordinary fully
paid share (Ordinary Share) in the
Company for each Performance Right
vested.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

4
Do the+securities rank equally in
all respects from the date of
allotment with an existing+class
of quoted+securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution
or
interest
payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
-
Vesting
occurs
only
upon
the
Performance Hurdles being met.
-
Any Performance Rights which do not
vest by 28 May 2015 will lapse.
-
All Performance Rights have a zero
exercise price.
-
On vesting, Ordinary Shares in the
Company will be acquired.
The Options will not be quoted. On
exercise of the Options, the Ordinary Shares
issued will rank pari passu with existing
Ordinary Shares.
Performance Rights do not confer a legal or
beneficial interest in any Ordinary Share. A
holder of Performance Rights is not entitled
to participate in or receive any dividends or
other
shareholder
benefits
until
the
Performance Right has been exercised and
an Ordinary Share has been allocated or
transferred as a result of the exercise of the
Performance Right. On vesting of the
Performance Rights, the Ordinary Shares
issued will rank pari passu with existing
Ordinary Shares.
Options are issued for consideration of
0.0025 cents per Option
Performance Rights are issued for nil
consideration
The Options are issued as part of the fee
payable to Peloton Capital Pty Ltd for
professional services.
The Performance Rights are issued under
the Company’s Performance Rights Plan.
7
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
5 June 2012
Number +Class
71,767,021
35,355,250
Fully paid ordinary
shares.
Options
with
exercise
prices
of
$0.50 and expiry date
of 31 December 2012.
Number +Class
1,600,000
61,729
37,037
55,556
60,000
600,000
9,000,000
30,000,000
Options exercisable
at $0.231 on or before
15 September 2013.
Options exercisable
at
$0.2105
on
or
before
6
October
2013.
Options exercisable
at
$0.2105
on
or
before
13
October
2013.
Options exercisable
at
$0.2105
on
or
before 20 October
2013.
Options exercisable
at
$0.325
on
or
before 16 November
2013.
Options exercisable
at $0.0595 on or
before 1 March 2015.
Options exercisable
at $0.09 on or before
1 March 2015.
Performance Rights
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

10 Dividend policy (in the case of a n/a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell
their entitlements_in full_through
a broker?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32
How do+security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Despatch date
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

  • 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Number +Class

2. Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 5 June 2012 Company Secretary Print name: Jim Malone

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