PRODIGY GOLD NL — AGM Information 2007

Oct 16, 2007

ABM RESOURCES NL ACN 009 127 020

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00 am (WST)

DATE : 20 November 2007

PLACE : BDO Kendalls Audit & Assurance (WA) Level 8, 256 St Georges Terrace, Perth, Western Australia

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 on (+61 8) 9423 9777.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	23
Proxy Form	25
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (WST) on 20 November 2007 at:

BDO Kendalls Audit & Assurance (WA), Level 8, 256 St Georges Terrace, Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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

• (a) post to ABM Resources NL, 141 Broadway, Nedlands, Western Australia 6009; or (b) facsimile to the Company on facsimile number (+61 8) 9423 9733,

so that it is received not later than 10.00 am (WST) on 18 November 2007.

Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00 am (WST) on 20 November 2007 at BDO Kendalls Audit & Assurance (WA), Level 8, 256 St Georges Terrace, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual 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 Annual General Meeting are those who are registered Shareholders of the Company at the close of business (WST) on 18 November 2007. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2007 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s Directors’ Report for the financial year ended 30 June 2007.”

2. RESOLUTION 2 – ELECTION OF DIRECTOR – ANDREW SIMPSON

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

“That, for the purposes of clause 14.6 of the Constitution and for all other purposes, Mr Andrew Simpson, a Director who was appointed on 14 May 2007, retires, and being eligible, is elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID REYNOLDS

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

“That, for the purposes of clause 14.3 of the Constitution and for all other purposes, Mr David Reynolds, a Director who retires by rotation, and being eligible, is reelected as a Director.”

4. RESOLUTION 4 – DIRECTORS’ REMUNERATION

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

“That, for the purposes of clause 15.1 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve the maximum total aggregate fixed sum per annum to be paid to non-executive Directors be set at $200,000 to be paid in accordance with the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director and any of their associates.

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5. RESOLUTION 5 – APPOINTMENT OF AUDITOR

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

“That, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes, BDO Kendalls Audit & Assurance Pty Ltd A.B.N. 79 112 284 787, having been nominated by a shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company."

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 30,000,000 Shares at an issue price of $0.125 per Share, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 10,000,000 Shares at an issue price of $0.055 per Share, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates.

8. RESOLUTION 8 – ISSUE OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue of up to 29,089,209 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons.

9. RESOLUTION 9 – ISSUE OF SHARES TO DIRECTOR – IMANTS KINS

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to allot and issue up to 9,070,000 Shares to Mr Imants Kins (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Kins (or his nominee) or any of his associates.

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10. RESOLUTION 10 – ISSUE OF SHARES TO DIRECTOR – DAVID REYNOLDS

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

“That, subject to the passing of Resolution 3, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 800,000 Shares to Mr David Reynolds (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Reynolds (or his nominee) or any of his associates.

11. RESOLUTION 11 – ISSUE OF SHARES TO DIRECTOR – ANDREW SIMPSON

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

“That, subject to the passing of Resolution 2, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 800,000 Shares to Mr Andrew Simpson (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Simpson (or his nominee) or any of his associates.

12. RESOLUTION 12 – AMENDMENT TO EMPLOYEE SHARE PLAN

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Directors to amend the Company’s Employee Share Plan ( Plan ) as set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the executive Directors of the Company and any of their associates.

DATED: 9 OCTOBER 2007

BY ORDER OF THE BOARD

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JUTTA ZIMMERMANN COMPANY SECRETARY ABM RESOURCES NL

Voting Exclusion Note:

Where a voting exclusion applies, 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 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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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.00 am (WST) on 20 November 2007 at BDO Kendalls Audit & Assurance (WA), Level 8, 256 St Georges Terrace, 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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2007 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

In addition to taking questions at the meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

• (a) the preparation and content of the auditor’s report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the meeting date to Jutta Zimmermann by:

• (a) post at ABM Resources NL, 141 Broadway, Nedlands, Western Australia 6009; or

• (b) facsimile on facsimile number (+61 8) 9423 9733.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2007.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

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3. RESOLUTION 2 – ELECTION OF DIRECTOR – ANDREW SIMPSON

Clause 14.6 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for election.

Mr Simpson will retire in accordance with clause 14.6 of the Constitution and being eligible seeks election at the Annual General Meeting.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID REYNOLDS

Clause 14.3 of the Constitution requires that one third (or the number nearest onethird) of the Directors (not including the Managing Director or Directors appointed to fill a casual vacancy) must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection.

A Director who retires by rotation under clause 14.3 of the Constitution is eligible for re-election.

Mr Reynolds retires by rotation and seeks re-election.

5. RESOLUTION 4 – DIRECTORS’ REMUNERATION

Clause 15.1 of the Constitution requires that the total aggregate fixed sum per annum to be paid to the Directors (excluding salaries of executive Directors) from time to time will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed sum will be divided between the Directors as the Directors shall determine and, in default of agreement between them, then in equal shares.

Resolution 4 seeks Shareholder approval to increase the total aggregate fixed sum per annum to be paid to the Directors to $200,000. This represents an increase of $200,000 as the Company has not previously approved the total remuneration per annum to be paid to the Directors.

The total aggregate fixed sum per annum has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

The Company currently pays Mr Andrew Simpson and Mr David Reynolds (the Company’s non-executive Directors) Directors’ fees of $40,000 each per annum. The Company does not currently intend to increase the annual fees paid to its nonexecutive Directors. However, the Board has determined to seek Shareholder approval for aggregate Directors’ fees of $200,000 to ensure that the Board has the capacity to appoint additional non-executive Directors as and when considered necessary by the Board.

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6. RESOLUTION 5 – APPOINTMENT OF AUDITOR

BDO, Chartered Accountants & Advisers (Perth), ( BDO ) recently merged with Horwarth (WA) and the audit practice is now carried on through BDO Kendalls Audit & Assurance Pty Ltd A.B.N. 79 112 284 787 ( BDO Kendalls ).

BDO have given notice of their intention to resign as auditor of the Company (under section 329 (5) of the Corporations Act); this is subject to receipt of the consent of the Australian Securities & Investments Commission ( ASIC ) and Shareholder approval of this Resolution 5 for the re-appointment of BDO Kendalls as auditor.

Subject to the ASIC consenting to the resignation of BDO and BDO submitting a resignation to the Company, it is proposed that the Company appoint BDO Kendalls as auditor of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder for BDO Kendalls to be appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Attachment A.

BDO Kendalls has given its written consent to act as the Company’s auditor subject to shareholder approval of this Resolution 5.

If Resolution 5 is passed, the appointment of BDO Kendalls as the Company’s auditor will take effect at the close of this AGM.

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES

7.1 General

As announced to ASX on 9 March 2007, the Company entered into an agreement with Hartleys Limited to raise up to approximately $3,750,000 through the placement of 30,000,000 Shares at $0.125 per Share to institutional and sophisticated investor clients of Hartleys Limited. The Shares were subsequently allotted and issued on 22 March 2007.

None of the subscribers pursuant to this issue were related parties of the Company.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification #1 ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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7.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification #1:

• (a) 30,000,000 Shares were allotted and issued on 22 March 2007;

• (b) the issue price was $0.125 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to institutional and sophisticated investor clients of Hartleys Limited; and

• (e) the funds raised from this issue were used to:

• (i) continue exploration of the Company’s Erayinia project;

• (ii) conduct exploration activities on the Company’s other projects; and

• (iii) for general working capital purposes.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES

8.1 General

As announced to ASX on 1 December 2006, the Company entered into an agreement to issue 10,000,000 Shares at an issue price of $0.055 per Share, to a Cayman Island-domiciled fund managed by a New York institution. The Shares were allotted and issued on 15 December 2006.

None of the subscribers pursuant to this issue were related parties of the Company.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification #2 ).

Please refer to Section 7.1 above for a summary of the application of Listing Rules 7.1 and 7.4.

8.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification #2:

• (a) 10,000,000 Shares were allotted and issued on 15 December 2006;

• (b) the issue price was $0.055 per Share;

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to institutional and sophisticated investor Firebird Global Master Fund and its related parties; and

• (e) the funds raised from this issue were used for:

• (i) exploration of the indicative VMS base metals prospect located at the Company’s Erayinia project; and

• (ii) general working capital purposes.

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9. RESOLUTION 8 – ISSUE OF SHARES

9.1 General

The Company proposes to issue up to 29,089,209 Shares to raise funds for further exploration activity as set out in clause 9.2(f) below. The Shares will be issued at a price of not less than 80% of the average weighted market price of the Shares calculated over the last 5 days on which the Shares were traded on ASX prior to the date of issue of the Shares.

The Company proposes to seek Shareholder approval for the issue of these Shares at the Annual General Meeting. Shareholders should note that the Company may issue these Shares prior to the date of the Annual General Meeting (pursuant to its current placement capacity under Listing Rule 7.1). The effect of the Shareholder approval obtained pursuant to Resolution 8 will be to retain the Company’s flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval

None of the subscribers for these Shares will be related parties of the Company.

Accordingly, Resolution 8 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of those Shares.

Please refer to Section 7.1 above for a summary of the application of Listing Rule 7.1.

9.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of Shares pursuant to Resolution 8:

• (a) the maximum number of Shares to be issued is 29,089,209 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price per Share will be not less than 80% of the average weighted market price of the Shares calculated over the last 5 days on which the Shares were traded on ASX prior to the date of issue of the Shares;

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Shares will be allotted and issued to sophisticated and professional investors to be determined by the Directors, and these parties will not be related parties of the Company; and

• (f) the funds raised from this issue will be used:

• (i) to fund the ongoing exploration of the Company’s Erayinia Project; (ii) to fund the acquisition and exploration of new projects identified by the Company;

• (iii) to fund the ongoing exploration of the Company’s Earaheedy and Harbutt Range Projects and;

• (iv) for general working capital purposes.

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10. RESOLUTION 9 – ISSUE OF SHARES TO MR IMANTS KINS

10.1 Background

Resolution 9 seeks Shareholder approval for the issue of the following Shares to Mr Imants Kins, the Executive Chairman of the Company, pursuant to the Plan:

• (a) 4,535,000 Shares immediately upon the receipt of Shareholder approval;

• (b) 2,267,500 Shares immediately, but which shall be subject to the restrictions on transfer contained in clause 7 of the Plan and summarised in Section 10.6 of this Explanatory Statement ( Plan Restrictions ) until :

• (i) completion of Mr Kins’ continuity of service to the Company to 30 September 2008; and

• (ii) satisfaction by Mr Kins of the performance criteria, being the factors relevant to determining whether significant value has been or will be added for Shareholders, including Share price movement, project acquisition on reasonable terms, project development, profitability, capital raising to fund operations, broker support, retention of key staff and corporate governance (together, the Performance Criteria ) for the 2007-2008 financial year to the satisfaction of the Directors; and

• (c) 2,267,500 Shares immediately, but which shall be subject to the Plan Restrictions until:

• (i) completion of Mr Kins’ continuity of service to the Company until 30 September 2009; and

• (ii) satisfaction by Mr Kins of the Performance Criteria for the 2008 – 2009 financial year to the satisfaction of the Directors.

The Shares are to be issued as part of Mr Kins’ remuneration package, and to secure the ongoing commitment of Mr Kins to the continued growth of the Company. The Shares will be issued subject to the terms and conditions of the Plan.

Shareholder approval for the issue of the Shares to Mr Kins is required pursuant to Chapter 2E of the Corporations Act and ASX Listing Rule 10.14.

10.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

For the purposes of this meeting, a “related party” includes a director of the Company. Accordingly, the proposed issue of Shares to Mr Kins involves the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exceptions under the Corporations Act to the provision of financial benefits to related parties may not apply in the current circumstances. Accordingly, the Directors have determined to seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act for the issue of the Shares to Mr Kins.

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10.3 Technical information required by Sections 217 to 227 of the Corporations Act

In accordance with the requirements of Sections 217 to 227 of the Corporations Act, the following information is provided to enable Shareholders to assess the proposed issue of Shares to Mr Kins:

• (a) the related party to whom the financial benefit will be given is Mr Imants Kins, the Managing Director and Executive Chairman of the Company;

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued to Mr Kins is 9,070,000;

• (c)

• no funds will be raised from the issue of the Shares;

• (d) the Shares will be issued free as a cost-effective form of consideration for performance of work by Mr Kins both previously and into the future, and to secure the ongoing commitment of Mr Kins to the continued growth of the Company;

• (e) in determining the number of Shares to be issued to Mr Kins, consideration was given to the relevant experience and role of Mr Kins, his overall remuneration terms, the current market price of Shares and the terms of share packages granted to directors of other companies within the mineral exploration and production sectors;

• (f) the Shares will be fully paid ordinary shares in the capital of the Company and, subject to the restrictions on transfer contained in Section 7 of the Plan (summarised in Section 10.6 below) and the satisfaction of the service continuity and performance criteria set out in Section 10.1 above, the Shares will rank equally with all of the Shares of the Company currently on issue;

• (g) as at the date of this Notice, the annual remuneration (inclusive of superannuation) payable to Mr Kins is $308,940 per annum;

• (h) during the previous financial year remuneration of $235,962 (inclusive of superannuation) was paid to Mr Kins;

• (i) as at the date of this Notice, Mr Kins, including related parties, has notifiable interests in the securities of the Company as set out below:

Director	Shares	Options
Mr Kins	9,473,000	Nil

• (j) if Shareholders approve the issue of Shares to Mr Kins, the effect will be to dilute the shareholding of existing Shareholders as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Dilutionary effect
Mr Kins	500,594,730	9,070,000	1.78%

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• (k) in the 12 months preceding the date of this Notice, the highest, lowest and last trading price of Shares on ASX are as set out below:

	Price	Date
Highest	21.5 cents	8 May 2007
Lowest	4.7 cents	2 November 2006
Last	14.5 cents	2 October 2007

• (l) the value of the Shares to be issued to Mr Kins is $1,315,150 based on:

• (i) the assumption that all of the Performance Criteria and continuity of service requirements are met by Mr Kins; and

• (ii) a share price of 14.5 cents per Share (being the most recent trading price of Shares on ASX); and

• (m) Mr Kins declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution. The independent Directors recommend that Shareholders vote in favour of Resolution 9 as they are of the view that the issue of Shares to Mr Kins is an appropriate form of remuneration to provide him with an incentive to maximise returns to Shareholders. The Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 9.

10.4 ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a company must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition:

• (a) a director of the company;

• (b) an associate of a director; or

• (c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained.

If Resolution 9 is passed, Shares will be issued to Mr Kins, who is a Director of the Company.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares as approval is being obtained under ASX Listing Rule 10.14 and Exception 9(b) of ASX Listing Rule 7.2. The issue of Shares to Mr Kins will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

10.5

Technical information required by Listing Rule 10.15A

A notice of meeting to obtain approval under ASX Listing Rule 10.14 must comply with either ASX Listing Rule 10.15 or 10.15A. The information required to be provided for the purposes of approval under ASX Listing Rule 10.14 is set out below, in accordance with ASX Listing Rule 10.15A:

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• (a) permanent full-time and part-time employees, contractors and subcontractors determined by the Board to be included as an employee for the purposes of the Plan, and executive Directors of the Company (or an associated body corporate) are eligible to participate in the Plan. The only person referred to in ASX Listing Rule 10.14 who is eligible to participate in the Plan as at the date of this Notice is Mr Kins;

• (b) the maximum number of Shares to be issued to Mr Kins is 9,070,000 Shares (on the terms set out in Section 10.1 above);

• (c) the Shares will be issued free as consideration for performance of work provided by Mr Kins to the Company (both previously and into the future), and to secure the ongoing commitment of Mr Kins to the continued growth of the Company. In determining the number of Shares to be issued to Mr Kins, consideration was given to the relevant experience and role of Mr Kins, his overall remuneration terms, the current market price of Shares and the terms of Share packages granted to directors of other companies within the mineral exploration and production sectors;

• (d) the Shares to be issued to Mr Kins are fully paid ordinary shares in the capital of the Company, and, subject to the Plan Restrictions and the satisfaction of the service continuity and performance criteria set out in Section 10.1 above, the Shares will rank equally with all of the Shares of the Company currently on issue;

• (e) Mr Kins has previously received 6,500,000 Shares under the Plan;

• (f) no financial assistance will be provided by the Company to Mr Kins for the purpose of acquiring the Shares as they are to be issued for no cash consideration;

• (g) details of any Shares issued to Mr Kins under the Plan will be published in each annual report of the Company relating to a period in which the Shares have been issued, and that approval for the issue of Shares was obtained under ASX Listing Rule 10.14;

• (h) any additional persons who become entitled to participate in the Plan after Resolution 9 is approved, and who are not named in this Notice of Meeting, will not participate until approval is obtained under ASX Listing Rule 10.14; and

• (i) the Shares referred to in paragraph (b) above will be issued under the Plan within 3 years after the date of the Meeting.

A copy of the rules of the Plan which sets out the full terms and conditions of the Plan will be sent free to any Shareholder upon request, or may be inspected at the Company’s registered office during normal business hours.

10.6 Summary of Plan Restrictions

The Plan Restrictions are as follows:

A participant in the Plan must not sell, transfer, assign, mortgage, charge or otherwise encumber a Share issued under the Plan until the later of the following (to the extent applicable):

• (a) the repayment in full of any loan advanced by the Company to the participant contemporaneously with the issue of Shares under the Plan;

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• (b) the expiry of any service continuity period specified by the Company at the time of issue of the Shares; and

• (c) the satisfaction of any performance criteria specified by the Company at the time of issue of the Shares.

The Directors may impose different time period and performance criteria in relation to different persons, and the Directors will have the absolute discretion to determine whether any such time period or criteria has been satisfied in relation to any Share issued under the Plan, or to waive that period or criteria in relation to that Share.

If an Eligible Employee ceases to be an Eligible Employee of the Company during the period of restriction, or the above criteria are not satisfied by the Eligible Employee, the Company may buy-back the Plan Shares the subject of the restriction under Part 2J.1 of the Corporations Act at a price equal to:

• (a) where the Shares were issued for no cash consideration - the lesser of $0.0001 each or the market price of the Shares; or

• (b) where the Shares were issued for cash consideration – the market price of the Shares.

11. RESOLUTIONS 10 AND 11 – ISSUE OF SHARES TO NON-EXECUTIVE DIRECTORS

11.1 Background

Resolutions 10 and 11 seek Shareholder approval for the issue of Shares to Mr David Reynolds and Mr Andrew Simpson respectively. The Shares will not be issued to Mr Reynolds and Mr Simpson (together, the Non-Executive Directors ) under the Plan, as non-executive directors are not ‘eligible employees’ for the purpose of the Plan. However, some of the Shares will be issued subject to the same terms as set out in the Plan, in particular the restrictions on transfer set out in clause 7 of the Plan.

Resolution 10 seeks approval for the issue of 800,000 Shares to Mr David Reynolds as follows:

• (a) 400,000 Shares immediately upon the receipt of Shareholder approval;

• (b) 200,000 Shares immediately, but which shall be subject to the Plan Restrictions until :

• (i) completion of Mr Reynolds’ continuity of service to the Company to 30 September 2008; and

• (ii) satisfaction by Mr Reynolds of the Performance Criteria for the 2007-2008 financial year to the satisfaction of the Directors; and

• (c) 200,000 Shares immediately, but which shall be subject to the Plan Restrictions until:

• (i) completion of Mr Reynolds’ continuity of service to the Company until 30 September 2009; and

• (ii) satisfaction by Mr Reynolds of the Performance Criteria for the 2008 – 2009 financial year to the satisfaction of the Directors.

Resolution 11 seeks Shareholder approval for the issue a total of 800,000 Shares to Mr Andrew Simpson as follows:

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• (a) 400,000 Shares immediately upon the receipt of Shareholder approval;

• (b) 200,000 Shares immediately, but which shall be subject to the Plan Restrictions until :

• (i) completion of Mr Simpson’s continuity of service to the Company to 30 September 2008; and

• (ii) satisfaction by Mr Simpson of the Performance Criteria for the 20072008 financial year to the satisfaction of the Directors; and

• (c) 200,000 Shares immediately, but which shall be subject to the Plan Restrictions until:

• (i) completion of Mr Simpson’s continuity of service to the Company until 30 September 2009; and

• (ii) satisfaction by Mr Simpson of the Performance Criteria for the 2008 – 2009 financial year to the satisfaction of the Directors.

11.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The issue of Shares to the Non-Executive Directors requires the Company to obtain Shareholder approval because the issue of Shares constitutes giving a financial benefit and as Directors, the Non-Executive Directors are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to the Non-Executive Directors.

11.3 Information required by Chapter 2E of the Corporations Act and Listing Rule 10.13

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to the Non-Executive Directors:

• (a) the related parties are Mr David Reynolds and Mr Andrew Simpson, by virtue of them being Directors;

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued to the Non-Executive Directors is 1,600,000;

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• (c) Shares will be issued to the Non-Executive Directors no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that the Shares will be issued on one date;

• (d) the Shares will be issued for nil cash consideration, accordingly no funds will be raised;

• (e) the Shares will be fully paid ordinary shares in the capital of the Company and, subject to the same restrictions on transfer as are contained in Section 7 of the Plan (summarised in Section 10.6 above) and the satisfaction of the service continuity and performance criteria set out in Section 11.1 above, the Shares will rank equally with all of the Shares of the Company currently on issue;

• (f) the value of the Shares to be issued to the Non-Executive Directors is set out below, and is based on:

• (iii) the assumption that all of the Performance Criteria and continuity of service requirements are met by the Non-Executive Directors; and

• (iv) a share price of 14.5 cents per Share (being the most recent trading price of Shares on ASX):

Director	Value of Shares
Mr Reynolds	$116,000
Mr Simpson	$116,000
Total	$232,000

• (g) the relevant interest of the Non-Executive Directors in securities of the Company is set out below;

Director	Shares	Options
Mr Reynolds	Nil	Nil
Mr Simpson	100,000	Nil

• (h) the remuneration and emoluments from the Company to the NonExecutive Directors for both the current financial year and previous financial year are set out below:

Director	Current Financial Year	Previous Financial Year
Mr Reynolds	$40,000	$20,480
Mr Simpson	$40,000	$4,907

• (i) if the Shares are issued to the Non-Executive Directors, the shareholding of existing Shareholders would be diluted as follows:

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Director	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Dilutionary effect upon exercise of Shares
Mr Reynolds	500,594,730	800,000	0.16%
Mr Simpson	500,594,730	800,000	0.16%
Total	500,594,730	1,600,000	0.32%

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	21.5 cents	8 May 2007
Lowest	4.7 cents	2 November 2006
Last	14.5 cents	24 September 2007

• (k) the primary purpose of the issue of Shares to the Non-Executive Directors is to provide a market linked incentive package in their capacity as Directors. The Board (other than the Non-Executive Directors) considered the extensive experience and reputation of the Non-Executive Directors, the current market price of Shares and current market practices when determining the number of Shares to be issued to the Non-Executive Directors. In addition, the Board considers the issue of Shares to the NonExecutive Directors to be reasonable, given the necessity to attract the highest calibre of professionals to the Company whilst maintaining the Company’s cash reserves. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing Shares upon the terms proposed;

• (l) the Board acknowledges the issue of Shares to the Non-Executive Directors is contrary to Recommendation 9.3 of the ASX Good Corporate Governance and Best Practice Recommendations. However, the Board considers the issue of Shares to the Non-Executive Directors reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

• (m) Mr Reynolds and Mr Simpson decline to make a recommendation to Shareholders in relation to Resolution 10 and Resolution 11 respectively due to their material personal interest in the outcome of the Resolutions. The independent Directors, who do not have a material interest in the outcome of Resolution 10 or Resolution 11, recommend that Shareholders vote in favour of Resolution 10 and Resolution 11. The independent Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 10 or Resolution 11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue Shares to the Non-Executive Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Non-Executive Directors will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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12. RESOLUTION 12 – AMENDMENT TO EMPLOYEE SHARE PLAN

12.1 Background

ASX Listing Rule 7.1 requires a listed company to obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of that company in any rolling 12 month period.

An exception to ASX Listing Rule 7.1 is set out in ASX Listing Rule 7.2 (Exception 9) which provides that issues under an employee incentive plan are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan as an exception to ASX Listing Rule 7.1.

The Company adopted the Company’s Employee Share Plan ( Plan ) on 17 November 2005. On 31 July 2006 the Company obtained Shareholder approval to issue Shares under the Plan as an exception to ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 (Exception 9). This exception is only available if there has been no material change to the terms of the Plan.

Resolution 12 seeks Shareholder approval for the Directors to amend the Plan as set out in Section 12.2 below.

12.2 Proposed amendment to the Plan

The terms of the Plan enable the Directors to issue Shares to employees subject to various conditions relating to continuity of service to the Company and satisfaction of performance criteria. If such conditions are imposed, the employee may not transfer the Shares until satisfaction of the conditions.

The Directors propose to amend the terms of the Plan to include a clause which provides that, in the event of:

• (a) an announcement of a takeover bid being made in relation to the Company;

• (b) the receipt by the Company of a bidder’s statement in respect of the Company; or

• (c) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members,

the Directors have the discretion to deem any service continuity or performance conditions to be satisfied in relation to any participating employees. This power is only to be exercised subject to compliance with the Corporations Act and ASX Listing Rules.

12.3 Information required by ASX Listing Rule 7.2 (Exception 9)

Since 31 July 2006 (being the date on the Plan was last approved by Shareholders), the Company has issued 1,500,000 Shares under the Plan in reliance on Listing Rule 7.2 Exception 9.

The full terms and conditions of the Plan may be obtained free of charge by contacting the Company. A summary of the terms and conditions of the Plan is set out below.

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12.4 Summary of the Plan

(a) Introduction

The Plan is designed to provide full-time and part-time employees and executive Directors (but not non-executive Directors) of the Company ( Eligible Employees ) with an ownership interest in the Company and to provide additional incentives to increase profitability and returns to Shareholders. The Plan also offers financial support for employees of the Company to acquire the Shares pursuant to the Plan, at the discretion of the Directors.

(b) Acquisition of Shares

The Directors may invite Eligible Employees to acquire Shares under the Plan at their discretion. The Shares issued under the Plan will be fully paid ordinary shares in the capital of the Company, and will rank equally with other issued Shares. Subject to the restriction on the transfer of Plan Shares outlined below, Plan Shares will be the subject of applications for quotation on ASX as soon as practicable after the Plan Shares are allotted.

(c) Issue Price of Plan Shares

The issue price of each Plan Share will be determined by the Directors at or before the time of the invitation to acquire Shares under the Plan. The issue price of the Plan Shares is payable in full by the Eligible Employee on the date of issue of the Plan Shares.

Where the Shares are issued for cash consideration, the Directors may, at their absolute discretion, determine that the whole or part of the issue price will be advanced by the Company to the Eligible Employee, who must apply the advance in payment of the issue price.

(d)

Restriction on Transfer of Plan Shares

A participant in the Plan must not sell, transfer, assign, mortgage, charge or otherwise encumber a Share issued under the Plan until the later of the following (to the extent applicable):

• (v) the repayment in full of any loan advanced by the Company to the participant contemporaneously with the issue of Shares under the Plan;

• (vi) the expiry of any service continuity period specified by the Company at the time of issue of the Shares; and

• (vii) the satisfaction of any performance criteria specified by the Company at the time of issue of the Shares.

The Directors may impose different time period and performance criteria in relation to different persons, and the Directors will have the absolute discretion to determine whether any such time period or criteria has been satisfied in relation to any Share issued under the Plan, or to waive that period or criteria in relation to that Share.

If an Eligible Employee ceases to be an Eligible Employee of the Company during the period of restriction, or the above criteria are not satisfied by the Eligible Employee, the Company may buy-back the Plan Shares the subject of the restriction under Part 2J.1 of the Corporations Act at a price equal to:

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• (viii) where the Shares were issued for no cash consideration - the lesser of $0.0001 each or the market price of the Shares; or

• (ix) where the Shares were issued for cash consideration – the market price of the Shares.

(e) Eligible Employees

Permanent full-time and part-time employees, contractors and subcontractors determined by the Board to be included within the definition of “Eligible Employee” for the purposes of the Plan, and executive Directors (but not non-executive Directors) of the Company or an associated body corporate are eligible to participate in the Plan.

(f)

Limit on Plan Shares

The aggregate number of Shares in respect of which invitations may be made under the Plan by the Directors on any date, when added to the number of Shares already issued under the Plan during the 5 years preceding the date on which invitations are made, must not exceed 5% of the total number of Shares on issue in the capital of the Company.

(g) Trigger Events

In the event of:

• (i) an announcement of a takeover bid being made in relation to the Company or receipt by the Company of a bidder’s statement in respect of the Company; or

• (ii) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members,

the Directors have the discretion to deem any service continuity or performance conditions to be satisfied in relation to any participating employees, subject to the Corporations Act and the Listing Rules.

(h) Powers of the Board of Directors

The Plan is administered by the Directors of the Company, who have the power to:

• (x) determine procedures for the administration of the Plan;

• (xi) amend or waive the terms and conditions of the Plan; and

• (xii) suspend or terminate the Plan.

(i) Structure of the Loan

Where the Directors determine that the whole or part of the issue price of Plan Shares will be advanced by the Company to the Eligible Employee, that advance must be applied in payment to the Company of the issue price.

During the term of any such loan, dividends paid in respect of the Plan Shares in relation to which the Company made the loan will be retained by the Company as interest paid by the borrower on the loan.

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The borrower must repay the loan to the Company on the earlier of 5 years from the date of allotment of the Plan Shares to which the loan relates, or the date the borrower ceases to be employed by the Company.

If a borrower is required to sell their Plan Shares and settle the loan, and the proceeds of the sale of the Plan Shares do not cover the outstanding loan balance, the Company will meet the loss on the loan. This means that the loan will effectively be linked to the value of the Shares.

13. ENQUIRIES

Shareholders are advised to contact Jutta Zimmermann on (+ 61 8) 9423 9777 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 meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

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 ABM Resources NL (ACN 009 127 020).

Constitution means the Company’s constitution.

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.

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

Plan means the Company’s Employee Share Plan.

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

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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ATTACHMENT A

Nomination from a shareholder for the appointment of BDO Kendalls Audit & Assurance Pty Ltd A.B.N . 79 112 284 787 as Auditor the subject of Resolution 5.

5 October 2007

The Company Secretary ABM Resources N.L. 141 Broadway Nedlands WA 6009

Dear Sirs

NOMINATION OF BDO KENDALLS AUDIT & ASSURANCE (WA) PTY LTD AS AUDITOR OF ABM RESOURCES N.L.

I Jutta Zimmermann being a shareholder of ABM Resources N.L. ( Company ), hereby nominate BDO Kendalls Audit & Assurance (WA) Pty Ltd of 128 Hay Street, Subiaco, Western Australia 6008 for appointment as auditor of the Company at its 2007 Annual General Meeting.

We consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting and Explanatory Statement for the 2007 Annual General Meeting of the Company as required by section 328B (3) of the Corporations Act 2001.

Signed:

==> picture [101 x 62] intentionally omitted <==

Jutta Zimmermann

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PROXY FORM

APPOINTMENT OF PROXY ABM RESOURCES NL ACN 009 127 020

ANNUAL GENERAL MEETING

I/We

being a member of ABM RESOURCES NL entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy OR Mark this box if you wish to appoint the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual 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 Annual General Meeting to be held at 10.00 am (WST), on 20 November 2007 at BDO Kendalls Audit & Assurance (WA), Level 8, 256 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the Annual General Meeting

		FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1 – Adoption of remuneration report
Resolution	2 – Election of Director – Andrew Simpson
Resolution	3 – Re-election of Director – David Reynolds
Resolution	4 – Directors’ Remuneration
Resolution	5 – Appointment of Auditor
Resolution	6 – Ratification of Prior Issue of Shares #1
Resolution	7 – Ratification of Prior Issue of Shares #2
Resolution	8 – Issue of Shares
Resolution	9 – Issue of Shares to Imants Kins
Resolution	10 – Issue of Shares to David Reynolds
Resolution	11 – Issue of Shares to Andrew Simpson
Resolution	12 – Amendment to Employee Share Plan

OR

If the Chair of the Annual 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 Resolutions 4 to 12 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 4 to 12 and that votes cast by the Chair of the Annual General Meeting for Resolutions 4 to 12 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 Resolutions 4 to 12 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 4 to 12.

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

%

Signed this day of 2007

By:

By:	By:	By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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ABM RESOURCES NL ACN 009 127 020

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at an Annual 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.

2. Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.

3. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.

4. Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

5. 2 directors of the company;

6. a director and a company secretary of the company; or

7. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate is either included in the Notice of Annual General Meeting or may be obtained from the company’s share registry.

5.

Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual 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 Annual General Meeting.

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

2. (a) post to ABM Resources NL 141 Broadway, NEDLANDS, WA, AUSTRALIA, 6009; or

3. (b) facsimile to the Company on facsimile number +61 8 9423 9733,

so that it is received not later than 10.00 am (WST) on 18 November 2007.

Proxy forms received later than this time will be invalid.

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CERTIFICATE OF APPOINTMENT OF CORPORATE REPRESENTATIVE

Shareholder Details

This is to certify that by a resolution of the Directors of:

…………………………………………………………………………………………………………………...……….…….….………... (Company), Insert name of shareholder company

the Company has appointed:

……………………..…………………………………………………………………………...……………………………………………….…… ….…

Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of ABM Resources NL to be held on 20[th] November 2007 and at any adjournments of that meeting/all meetings of the members of ABM Resources NL.

DATED ………………………………………………………. 2007

Please sign here Executed by the Company ) ) in accordance with its constituent documents )

............................................................….………….….….. ............................................................….…………………….... Signed by authorised representative Signed by authorised representative ............................................................………………...….. ............................................................….………………….…... Name of authorised representative (print) Name of authorised representative (print) ............................................................…………….…..….. ............................................................….………………..…….. Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

1. Insert name of appointor company and the name or position of the appointee (eg “John Smith” or “each director of the company”).

2. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

3. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

4. Insert the date of execution where indicated.

5. Send or deliver the Certificate to ABM Resources NL’s registered office at 141 Broadway Nedlands WA 6009 or fax the Certificate to the registered office at 08 9423 9733.

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