PRODIGY GOLD NL — AGM Information 2008

Oct 26, 2008

ABM RESOURCES NL ACN 009 127 020

NOTICE OF ANNUAL GENERAL MEETING

TIME: 3:00 pm (WST)

DATE: 27 November 2008

LACE: BDO Kendalls Audit & Assurance (WA) Pty Ltd, Level 8, 256 St Georges Terrace, Perth, Western Australia P

ice 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 This Not 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.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	8
Glossary	22
Schedule 1 – Terms and Conditions of Options	23
Proxy Form	25
Certificate of Appointment of Corporate Representative	27

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 3:00 pm (WST) on 27 November 2008 at:

BDO Kendalls Audit & Assurance (WA) Pty Ltd, 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 3.00 pm (WST) on 25 November 2008.

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 3:00 pm (WST) on 27 November 2008 at BDO Kendalls Audit & Assurance (WA) Pty Ltd, 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 25 November 2008.

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 2008 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 2008."

2. RESOLUTION 2 – ELECTION OF DIRECTOR – SIMON RIGBY

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 Simon Rigby, a Director who was appointed on 31 July 2008, retires, and being eligible, is elected as a Director."

3. RESOLUTION 3 – ELECTION OF DIRECTOR – GIUSEPPE ARITI

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 Giuseppe Ariti, a Director who was appointed on 31 July 2008, retires, and being eligible, is elected as a Director."

4. RESOLUTION 4 – RE-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 14.3 of the Constitution and for all other purposes, Mr Andrew Simpson, a Director who retires by rotation, and being eligible, is re-elected as a Director."

5. RESOLUTION 5 – 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 84,336,699 Shares at an issue price of $0.012 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by 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 – 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 up to 84,336,699 Shares at an issue price of $0.012 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 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by 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.

7. RESOLUTION 7 – ISSUE OF UNLISTED OPTIONS

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, Shareholders approve the issue of up to 16,867,340 unlisted Options 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by 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.

8. RESOLUTION 8 – ISSUE OF UNLISTED OPTIONS

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, Shareholders approve the issue of up to 30,000,000 unlisted Options 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by 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.

9. RESOLUTION 9 – 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 100,000,000 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by 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.

10. RESOLUTION 10 – ISSUE OF SHARES TO DIRECTOR – SIMON RIGBY

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 800,000 Shares to Mr Simon Rigby (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 Rigby (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the 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.

11. RESOLUTION 11 – ISSUE OF SHARES TO DIRECTOR – GIUSEPPE ARITI

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 up to 800,000 Shares to Mr Giuseppe Ariti (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 Ariti (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the 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.

12. RESOLUTION 12 – AMENDMENT TO CONSTITUTION

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

"That, for the purpose of Section 136 of the Corporations Act and for all other purposes, the Constitution be amended with immediate effect by replacing the words "Tantalum Australia NL" with the words "ABM Resources NL", in all places where those words appear in the Constitution."

13. RESOLUTION 13 – APPROVAL TO ISSUE SHARES UNDER 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 adopt and implement the "ABM Resources NL Employee Share Plan" (Plan) in accordance with the terms and conditions of the Plan, a summary of which is set out in the Explanatory Statement."

Short Explanation: The Plan is designed to be an incentive to key people who assist in the successful development and operation of the Company. Approval is sought pursuant to ASX Listing Rule 7.2 (Exception 9) so that Shares issued pursuant to the Plan are not included in the Company's 15% capacity for the purposes of ASX Listing Rule 7.1. Please refer to the Explanatory Statement for further details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Executive Directors of the Company and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the 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.

DATED: 27 OCTOBER 2008

BY ORDER OF THE BOARD

JUTTA ZIMMERMANN COMPANY SECRETARY ABM RESOURCES NL

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 3:00 pm (WST) on 27 November 2008 at BDO Kendalls Audit & Assurance (WA) Pty Ltd, 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 2008 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

nding 30 June 2008. part of the Directors' report contained in the annual financial report of the Company for the financial year e

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

3. RESOLUTION 2 – ELECTION OF DIRECTOR – SIMON RIGBY

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 Rigby was appointed as an additional Director on 31 July 2008, and accordingly tution and, being eligible, seeks election at the Annual General Meeting. will retire in accordance with clause 14.6 of the Consti

4. RESOLUTION 3 – ELECTION OF DIRECTOR – GUISEPPE ARITI

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 Ariti was appointed as an additional Director on 31 July 2008, and accordingly and, being eligible, seeks election at the Annual General Meeting. will retire in accordance with clause 14.6 of the Constitution

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – ANDREW SIMPSON

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.

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

Mr Simpson retires by rotation and seeks re-election.

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES

6.1 General

an As announced to ASX on 6 October 2008, the Company entered into agreement with Blackwood Capital Limited to raise approximately $1,012,040 through the placement of 84,336,699 Shares at $0.012 per Share to institutional and sophisticated investor clients of Blackwood Capital Limited (Share Placement).

g, using its ication of the issue, in accordance with Listing Rule 7.4. It is the Company's intention to finalise the Share Placement between the date of this Notice of Meeting and the date of the Annual General Meetin existing capacity under Listing Rule 7.1. However, as the Company intends to finalise the Share Placement prior to the Meeting, it is required to seek Shareholder approval in ratif

None of the subscribers pursuant to the Share Placement will be related parties of the Company.

any equity securities, 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 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.

ssue of securities made ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous i 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.

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

Important Notice

he date of the Annual Resolution 5 be withdrawn at r the Share Placement will In the event that the Share Placement does not occur prior to t General Meeting, the Chairman intends to move that the Annual General Meeting and Shareholder approval fo alternatively be sought pursuant to Resolution 6 (see below).

6.2 Rule 7.5 Technical information required by ASX Listing

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

• he Share Placement between the date of this Notice of ral Meeting. The Company will iately once the Share Placement is (a) It is the Company's intention to finalise the issue of the 84,336,699 Shares pursuant to t Meeting and the date of the Annual Gene make an announcement to ASX immed completed;

• (a) the issue price will be $0.012 per Share;

• (b) 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;

• stitutional and sophisticated and these parties will not be (c) the Shares will be allotted and issued to in investor clients of Blackwood Capital Limited related parties of the Company; and

• (d) s issue will be used to: the funds raised from thi

  • (i) continue evaluation of the Company's Erayinia and Mimosa projects;

• oration activities on the Company's Broads Dam project; and (ii) commence expl

• (iii) for general working capital purposes.

7. RESOLUTION 6 – ISSUE OF SHARES

7.1 General

nate resolution to Resolution 5 whereby the Company seeks oval for the purposes of Listing Rule 7.1, for the same Share Resolution 6 is an alter Shareholder appr Placement that is the subject of Resolution 5. As noted above, it is the Company's intention to finalise the Share Placement between the date of this Notice of Meeting and the date of the Annual General Meeting.

Important Notice

If the Share Placement occurs prior to the Annual General Meeting date, the Chairman intends to move that this Resolution 6 be withdrawn at the Annual General Meeting, given that approval for the Share Placement will be sought pursuant to Resolution 5.

airman intends to move that Resolution 5 be withdrawn at the In the event that the Share Placement does not occur prior to the Annual General Meeting date, the Ch Annual General Meeting and Shareholder approval for the Share Placement will alternatively be sought pursuant to this Resolution 6.

of ASX Listing Rule 7.1 is set out in the explanatory statement for A summary Resolution 5 above.

The effect of Resolution 6 will be to allow the Directors to issue the Shares pursuant to the Share Placement without using the Company's 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares pursuant to Resolution 6:

• securities to be issued is 84,336,699 Shares; (a) the maximum number of

• fter the date of the Annual (b) the Shares will be issued no later than 3 months a 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 $0.012 per Share;

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

• (e e Company; and ) the Shares will be allotted and issued to institutional and sophisticated investor clients of Blackwood Capital Limited, and these parties will not be related parties of th

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

• nd Mimosa projects; (i) continue evaluation of the Company's Erayinia a

• (ii) commence exploration activities on the Company's Broads Dam project; and

• (iii) for general working capital purposes.

8. RESOLUTIONS 7 AND 8 – APPROVAL OF THE ISSUE OF UNLISTED OPTIONS

8.1 General

er approval for the grant of the Options. The Options have an exercise price of 2 As announced to ASX on 6 October 2008, subscribers under the Share Placement (the subject of Resolutions 5 and 6) were offered free attaching unlisted Options (on the basis of one (1) Option for every five (5) Shares subscribed for and allotted pursuant to the Share Placement), subject to the Company obtaining Sharehold cents and a two-year expiry period. Shareholder approval for the issue of these Options is being sought pursuant to Resolution 7.

00,000 unlisted Options (also having an exercise price of 2 cents with a two-year expiry period) in consideration of the As part of the agreement with Blackwood Capital Limited, the Company agreed to issue Blackwood Capital Limited 30,0 services provided to the Company in relation to the Share Placement, subject to:

• (a) Blackwood Capital Limited achieving a full subscription of 84,336,699 Shares pursuant to the Share Placement; and
• (b) the Company obtaining Shareholder approval for the grant of the Options Capital Limited. to Blackwood

Shareholder approval for the issue of these Options to Blackwood Capital Limited is being sought pursuant to Resolution 8.

Neither Blackwood Capital Limited nor any the subscribers pursuant the Share Placement are related parties of the Company.

8.2 ASX Listing Rule 7.1

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

7,340 unlisted options at an exercise price of 2 cents with a two-year expiry period to ated investor clients of Blackwood Capital Limited. The company therefore seeks Shareholder approval for the issue of up to 46,86 Blackwood Capital Limited and institutional and sophistic

8.3 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issues of Options the subject of Resolutions 7 and 8:

• (a) the maximum number of Options to be granted is:

  • (i) 16,867,340 Options to the subscribers to the Share Placement; and

• ited; (ii) 30,000,000 Options to Blackwood Capital Lim

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

• (c) the Options will be issued for nil cash consideration;

• (d) on the terms and conditions set out in Schedule 1; the Options will be issued and

• (e) no funds will be raised from the issue of the Options as:

  • (i) the Options the subject of Resolution 7 are being issued as free ns to the subscribers pursuant to the Share Placement; and attaching Optio
  • (ii) the Options the subject of Resolution 8 are being issued in consideration for services provided by Blackwood Capital Limited in relation to the Share Placement.

9. RESOLUTION 9 – ISSUE OF SHARES

9.1 General

s will be issued at a The Company proposes to issue up to 100,000,000 Shares to raise funds for further exploration activity as set out in clause 9.2(f) below. The Share price of not less than 1.2 cents per Share.

ose Shares. The effect of the Shareholder approval obtained pursuant to sue equity securities in the t out in ASX Listing Rule 7.1 Resolution 9 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of th Resolution 9 will be to retain the Company's flexibility to is future up to the 15% annual placement capacity se without the requirement to obtain prior Shareholder approval.

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

Rule Please refer to Section 6.1 above for a summary of the application of Listing 7.1.

9.2 Technical information required by ASX Listing Rule 7.3

Rule 7.3, the following information is Pursuant to and in accordance with ASX Listing provided in relation to the issue of Shares pursuant to Resolution 9:

• (a) the maximum number of securities to be issued is 100,000,000 Shares;

• eting (or such later date to the extent permitted by any (b) the Shares will be issued no later than 3 months after the date of the Annual General Me 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 1.2 cents per Share;

• ry shares in the capital of the (d) the Shares issued will be fully paid ordina 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

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

  • (i) to fund the ongoing evaluation of the Company's Erayinia Project;
  • to fund the ongoing evaluation of the Company's Mimosa Project; (ii)
  • (iii) to commence exploration of the Company's Broads Dam Project; and
  • (iv) for general working capital purposes.

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

10.1 Background

d Mr Giuseppe Ariti respectively. The Shares will not be issued to Mr Rigby ny's ees' n Restrictions). Resolutions 10 and 11 seek Shareholder approval for the issue of Shares to Mr Simon Rigby an and Mr Ariti (together, the Non-Executive Directors) under the Compa Employee Share Plan (Plan), as non-executive directors are not 'eligible employ 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 (Pla

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

• (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 Rigby's' continuity of service to the Company to 30 September 2009; and
  • (ii) satisfaction by Mr Rigby of the Performance Criteria for the 2008- 2009 financial year to the satisfaction of the Directors; and
• (c) 200,000 Shares immediately, but which shall be subject to the Plan Restrictions until:
  • any (i) completion of Mr Rigby's' continuity of service to the Comp until 30 September 2010; and
  • ncial year to the satisfaction of the Directors. (ii) satisfaction by Mr Rigby of the Performance Criteria for the 2009 – 2010 fina

Mr Giuseppe Resolution 11 seeks Shareholder approval for the issue a total of 800,000 Shares to Ariti 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 Ariti's continuity of service to the Company to 30 September 2009; and
  • (ii) satisfaction by Mr Ariti of the Performance Criteria for the 2008-2009 financial year to the satisfaction of the Directors; and

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

  • 30 September 2010; and (i) completion of Mr Ariti's continuity of service to the Company until
  • ctors. (ii) satisfaction by Mr Ariti of the Performance Criteria for the 2009 – 2010 financial year to the satisfaction of the Dire

g Rule 10.11) 10.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listin

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

cutive Directors requires the Company to obtain se the issue of Shares constitutes giving a financial ive Directors are related parties of the The issue of Shares to the Non-Exe Shareholder approval becau benefit and as Directors, the Non-Execut Company.

ingly, Shareholder approval is sought for the issue of Shares 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. Accord to the Non-Executive Directors.

10.3 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;
• at (b) the expiry of any service continuity period specified by the Company 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

ve that period or criteria in relation to that Share. whether any such time period or criteria has been satisfied in relation to any Share issued under the Plan, or to wai

g If an Eligible Employee ceases to be an Eligible Employee of the Company durin 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:

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

10.4 ations Act and Listing Rule 10.13 Information required by Chapter 2E of the Corpor

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 Simon Rigby and Mr Joe Ariti, 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 800,000 Shares to each Non-Executive Director;
• ted by any ASX waiver or modification of the ASX Listing Rules) (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 permit and it is anticipated that the Shares will be issued on one date;
• or nil cash consideration, accordingly no funds will (d) the Shares will be issued f be raised;
• (e) e restrictions on transfer as are contained in Section ll of the Shares of the Company currently on issue; the Shares will be fully paid ordinary shares in the capital of the Company and, subject to the sam 7 of the Plan (summarised in Section 10.3 above) and the satisfaction of the service continuity and performance criteria set out in Section 10.1 above, the Shares will rank equally with a
• (f) the value of to be issu Non-Executive Directors is set out below, and is based on: the Shares ed to the
  • (i) the as that all rformance Criteria and continuity of serv quirements t by the Non-Executive Directors; nd sumption ice re of the Pe are me a
  • SX): (ii) a share price of 1.6 cents per Share (being the most recent trading price of Shares on A

Director	Value of Shares
Mr Rigby	$12,800
Mr Ariti	$12,800
Total	$25,600

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

Director	Shares	Options
Mr Rigby	Nil	Nil
Mr Ariti	Nil	Nil

(h) the remuneration and emoluments from the Company to the Non-Executive Directors (inclusive of superannuation) for both the current financial year and previous financial year are set out below:

Director	CurrentFinancial Year	PreviousFinancial Year
Mr Rigby	$36,833	Nil
Mr Ariti	$36,833	Nil

(i) if the Sh s are issued -Executive e sh ing of xisting Shareholders would be diluted as follows: are to the Non Directors, th arehold e

Director	Issued Shares as at thedate of this Notice ofMeeting	Sharestobe issued	DilutionaryeffectuponexerciseofShares
Mr Rigby	646,581,363	800,000	0.125%
Mr Ariti	646,581,363	800,000	0.125%
Total	646,581,363	1,600,000	0.25%

(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	18 cents	24 October 2007
Lowest	1.6 cents	13 October 2008
Last	1.6 cents	13 October 2008

(k) the primary purpose of the issue of Shares to the Non-Executive Directors is ttract the highest calibre of professionals to the Company whilst maintaining the 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 Non-Executive Directors to be reasonable, given the necessity to a

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;

• nals to the (l) the Board acknowledges the issue of Shares to the Non-Executive Directors is contrary to Recommendation 8.2 of the ASX Corporate Governance Principals and 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 professio Company, whilst maintaining the Company's cash reserves;
• ho do not have a material interest in the outcome of Resolution 10 or Resolution 11, recommend that Shareholders vote in . The independent Directors are not aware of any other information that would be reasonably required by (m) Mr Rigby and Mr Ariti 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, w favour of Resolution 10 and Resolution 11 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.

t 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 Approval pursuan 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.

11. RESOLUTION 12 – AMENDMENT TO CONSTITUTION

Resolution 12 seeks Shareholder approval to amend the Constitution. The proposed amendment is the replacement of the previous name of the Company "Tantalum Australia NL" with the new name of the Company, "ABM Resources NL" throughout the Constitution.

The purpose of Resolution 12 is to enable the Company to lodge an updated version of the Constitution with the Australian Securities and Investments Commission, which accurately reflects the Company's current name.

12. HARE PLAN RESOLUTION 13 – APPROVAL TO ISSUE SHARES UNDER EMPLOYEE S

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.

7.1 is set out in ASX Listing Rule 7.2 (Exception 9) An exception to ASX Listing Rule 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.

older 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. On 20 November 2007 the The Company adopted the Company's Employee Share Plan (Plan) on 17 November 2005. On 31 July 2006 the Company obtained Shareh

ompany obtained Shareholder approval in accordance with ASX Listing Rule 7.2 (Exception 9) to amend the Plan. C

Resolution 13 seeks Shareholder approval for renewal of the shareholder approval rs from the date on which shareholders approve the issue of securities under the plan as an exception to ASX Listing Rule 7.1. for 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 yea

12.2 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 25,261,830 Shares under the Plan in reliance on Listing Rule 7.2 Exception 9.

The full contact out belo terms and conditions of the Plan may be obtained free of charge by ing the Company. A summary of the terms and conditions of the Plan is set w.

12.3 Summary of the Plan

(a) Introduction

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

(b) Acquisition of Shares

acquire Shares under the The Shares issued under the Plan will be fully paid e capital of the Company, and will rank equally with The Directors may invite Eligible Employees to Plan at their discretion. ordinary shares in th 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

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

to the Eligible Employee, who must apply the advance in payment of the issue price. 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

(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):

• any loan advanced by the Company to the participant contemporaneously with the issue of Shares under (i) the repayment in full of the Plan;
• (ii) the expiry of any service continuity period specified by the Company at the time of issue of the Shares; and

by the f the Shares. (iii) the satisfaction of any performance criteria specified Company at the time of issue o

ose different time period and performance criteria in persons, and the Directors will have the absolute The Directors may imp relation to different 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.

igible Employee ceases to be an Eligible Employee of the Company If an El 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:

• (i) where the Shares were issued for no cash consideration the lesser of $0.0001 each or the market price of the Shares; or
• e market (ii) where the Shares were issued for cash consideration – th price of the Shares.

(e) Eligible Employees

ractors and subntractors determined by the Board to be included within the definition of gible Employee" for the purposes of the Plan, and executive Directors Permanent full-time and part-time employees, cont co "Eli (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:

(i) determine procedures for the administration of the Plan;

• (ii) amend or waive the terms and conditions of the Plan; and
• pend or terminate the Plan. (iii) sus

(i) Structure of the Loan

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

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

orrower 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 loyed by the Company. The b the date the borrower ceases to be emp

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

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.

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.

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

esources NL (ACN 009 127 020). Company means ABM R

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors the Company. means the current directors of

eans the explanatory statement accompanying the Notice of Explanatory Statement m Meeting.

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

Option means an option to acquire a Share on the terms set out in Schedule 1.

ns a holder of an Option. Optionholder mea

means the Company's Employee Share Plan. Plan

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

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.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• ) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options. (a
• The Options will expire at 5:00 pm (WST) on that date which is two (2) years from the date upon which the Options were issued (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. (b)
• ) The amount payable upon exercise of each Option will be $0.02 (Exercise Price). (c
• (d) The Optio r in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. ns held by each Optionholder may be exercised in whole o
• ) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date: (e
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

(Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
• (h) The Options are not transferable.
• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
• (j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

THIS PAG E HAS BEEN LEFT BLANK INTENTIONALLY

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 GeneralMeeting, hereby
Appoint
	Name of proxy
	OR
	Mark this box if you wish to appoint the Chair of the Annual General Meeting as yourproxy
	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 foll	owing directions, or, if no directions have been given, as the proxy sees fit,at the Annual General Meeting to be held at 3:00 pm (WST), on 27 November 2008 at BDO Kendalls Audit & Assurance(WA) Pty Ltd, Level 8, 256 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

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

Voting on Business of the Annual General Meeting FOR AGAINST ABSTAIN Resolution 1 – Adoption of remuneration report Resolution 2 – Election of Director – Simon Rigby Resolution 3 – Election of Director – Giuseppe Ariti Resolution 4 – Election of Director – Andrew Simpson Resolution 5 – Ratification of Prior Issue of Shares Resolution 6 – Issue of Shares Resolution 7 – Issue of unlisted Options Resolution 8 – Issue of unlisted Options Resolution 9 – Issue of Shares Resolution 10 – Issue of Shares to Simon Rigby Resolution 11 – Issue of Shares to Giuseppe Ariti Resolution 12 – Amendment to Constitution Resolution 13 – Approval to issue Shares under 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 5 to 13 please place a mark in this box.

By marking has an inte Resolution and you h votes will n this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he rest in the outcome of Resolutions 5 to 13 and that votes cast by the Chair of the Annual General Meeting for s 5 to 13 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, ave not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 5 to 13 and your ot be counted in calculating the required majority if a poll is called on Resolutions 5 to 13.

If you mark t r proxy not to vote on that Resolution on a he abstain box for a particular Resolution, you are directing you 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	2008	%

By:

Signature	Director
Signature	Director/Company Secretary
Sie gnatur	Sole Director and Sole Company Secretary

Individuals and joint holders Companies (affix common seal if appropriate)

ACN 009 127 020 ABM RESOURCES NL

ting 'Appointment of Proxy' Form Instructions for Comple

• . A member entitled to attend and vote at an Annual General Meeting is entitled to he m. Where more than one p ust be allocated a proportion of oting rights. If a member appoints two proxies and the appointment fy this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company. 1 appoint not more than two proxies to attend and vote on a poll on their behalf. T appointment of a second proxy must be done on a separate copy of the Proxy For roxy is appointed, such proxy m the member's v does not speci
• 1. Where a member's holding is in one n the holder must sign. Where the holding is in more than one name, all members mus sign. ame t
• 1. 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.
• with the execution requirements set out on the Form or otherwise with the provisions of Section 127 of the Corporations Act. the Corporations A t provides that a company may execute a hout using its common sea the document is signed by: 4. Corporate members should comply Proxy Section 127 of document wit c l if
  • 2 directors of the company;
  • a director and a company secretary of the company; or
  • any th le company secretary – that direc • for a proprietary comp at has a sole director who is also the so tor.

assum tions set out in Section 129(5) and (6) of the ust appear to have been executed in accordance with Section 127(1) or (2). This effective g the document or witnessing the affixing form to the or (2) as applicable. In particular, a person who 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. For the Company to rely on the Corporations Act, a document m p ly means that the status of the persons signin of the seal must be set out and con requirements of Section 127(1) witnesses the affixing of

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

• n if they wish. Where a member completes and nds the Annual General Meeting in person, then the s 5. Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in perso lodges a valid Proxy Form and atte proxy's authority to speak and vote for that member is suspended while the member i present at the Annual General Meeting.
• 1. To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
  • (f) post to ABM Resources NL 141 Broadway, NEDLANDS, WA, AUSTRALIA, 6009; or
  • (g) facsimile to the Company on facsimile number +61 8 9423 9733,

so that it is received not later than 3:00 pm (WST) on 25 November 2008.

Proxy forms received later than this time will be invalid.

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
inreand at any adjournments of that meeting/all meetings of the members of ABM Resources NL.	accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporatepresentative of that company at the meeting of the members of ABM Resources NL to be held on 27th November 2008
DATED ………………………………………………………. 2008
Please sign here
Executed by the Company))
in accordance with its constituent documents)
….………….….…Director	….……………………Director/Secretary
…………………Name of authorised representative (print)
	….……………………Position of authorised representative (print)
…………….……Signature of authorised representative

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").
• 1. Execute the Certificate following the procedure required by your Constitution or other constituent documents.
• 1. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.
• 1. Insert the date of execution where indicated.
• 1. 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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