PRODIGY GOLD NL — AGM Information 2011

Oct 17, 2011

ASX ANNOUNCEMENT / MEDIA RELEASE ASX:ABU

October 18, 2011

Notice of Annual General Meeting

ABM is pleased to advise that the Notice of Annual General Meeting (AGM) will be dispatched to shareholders today. The Notice of AGM includes a special resolution to adopt a new Constitution (Proposed Constitution).

The Proposed Constitution is available for review on the Company's website (www.abmresources.com.au/default/asx-announcements) and during business hours at the Company's registered office. A copy of the Proposed Constitution will also be sent to shareholders upon request to the Company Secretary ((+61 8) 9423 9777).

ABM encourages our shareholders to attend this year's AGM to meet our Board and get an update on the Company's ongoing exploration success.

Kind regards

Jutta Zimmermann Company Secretary

For Further Information Please Contact

Jutta Zimmermann Darren Holden Berdine Mastaglia +61 8 9423 9777 +61 8 9423 9777 +61 8 9423 9777

CFO / Company Secretary Managing Director Investor Relations Manager

ABM RESOURCES NL

ACN 009 127 020

NOTICE OF ANNUAL GENERAL MEETING

TIME: 2 pm (WST)

DATE: 30 November 2011

PLACE: BDO Audit (WA) Pty Ltd 38 Station Street Subiaco, 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

TIME AND PLACE OF MEETING AND HOW TO VOTE
Certificate of Appointment of Corporate Representative	20
Glossary	19
Explanatory Statement (explaining the proposed resolutions)	7
Notice of Annual General Meeting (setting out the proposed resolutions)	4

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2 pm (WST) on 30 November 2011 at:

BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, 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 the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • o the proxy is not recorded as attending the meeting;
  • o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 2 pm (WST) on 30 November 2011 at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, Western Australia.

The Explanatory Statement 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 at the close of business (WST) on 28 November 2011.

Terms and abbreviations used in this Notice of Meeting 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 2011 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 annual financial report for the financial year ended 30 June 2011."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:
  • (i) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
  • (ii) a Closely Related Party of such a member; and
• (b) the proxy does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair of the Meeting; and
• (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR MICHAEL ETHERIDGE

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

"That, for the purpose of clause 14.3 of the Constitution and for all other purposes, Dr Michael Etheridge, a Director, retires by rotation, and being eligible, is re-elected as a Director."

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – 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 177,777,778 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 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.

4. RESOLUTION 4 – ADOPTION OF NEW CONSTITUTION

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

"That, in accordance with section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new Constitution in the form tabled at the Meeting."

Short Explanation: The Company is seeking to adopt a new Constitution to incorporate changes that have been made to the Corporations Act and the ASX Listing Rules in the last few years.

5. RESOLUTION 5 – SHARE BUY-BACK

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

"That, for the purposes of Section 257D of the Corporations Act and for all other purposes, approval is given for the Company to buy back a total of 1,574,000 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 whose Shares are proposed to be bought back, or any of their associates. However, the Company need not disregard a vote if it is cast by a person as 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 – 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 as set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company (except one who is ineligible to participate in any employee incentive plan in relation to the Company) and any associate of that person. However, the Company need not disregard a vote if it is cast by a person as 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: 11 OCTOBER 2011

BY ORDER OF THE BOARD

JUTTA ZIMMERMANN COMPANY SECRETARY

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 2 pm (WST) on 30 November 2011 at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, 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 2011 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.abmresources.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors Report of the Company's 2011 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors of the Company.

Section 250R(2) of the Corporations Act 2001 requires that a resolution to adopt the remuneration report be put to the vote of the Company at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

Shareholders should also note that the Federal government has recently introduced the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) (Act), which came into effect on 1 July 2011. This Act amends the Corporations Act to include new provisions relating to directors' appointment and remuneration matters and proxy voting. This Notice of Meeting does not propose to include details of all of these changes, and will only mention the changes relevant to this Notice of Meeting.

Remuneration report - Two Strike Rule

From 1 July 2011, the Act introduces new Sections 250U to 250Y, among others, into the Corporations Act, giving shareholders the opportunity to spill a company's board of directors (Board Spill) if the resolution to approve the company's remuneration report receives "no" votes of 25% or more at two successive Annual General Meetings of the company (AGM) (known as the Two Strikes Rule). The first Board Spill could potentially occur at a company's 2012 AGM.

A summary of the process of the Two Strikes Rule as it applies to the Company is as follows:

(a) if a "no" vote of 25% or more is cast on Resolution 1 to adopt the remuneration report, the subsequent remuneration report in 2012 must outline the board's proposed action in response to the "no" vote (or state the reasons for any inaction);

• (b) if a "no" vote of 25% or more is subsequently cast on the resolution to adopt the remuneration report at the 2012 AGM (the Second AGM), the Shareholders must then vote at the Second AGM on a resolution (known as the Spill Resolution) that a general meeting be convened to consider the election of certain directors (the Spill Meeting);
• (c) if the Spill Resolution is carried by ordinary majority (more than 50% of those present and voting at the Second AGM), then the Spill Meeting must be held within 90 days. All directors who were directors "when the resolution to make the directors' report [which includes the remuneration report] considered at the Second AGM was passed" (other than the managing director who is permitted to hold office indefinitely without being re-elected under the ASX Listing Rules) would cease to hold office immediately before the end of the Spill Meeting;
• (d) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote at the Spill Meeting. If a director is re-appointed at the Spill Meeting, the appointment continues as if uninterrupted;
• (e) the Spill Meeting need not be held if none of the directors being spilled remains in office at the end of the 90 day period;
• (f) the Act seeks to avoid a complete Board Spill by ensuring that there are at least three directors following a Spill Meeting. These three positions will be occupied by:
  • (i) the managing director; and
  • (ii) the two people who receive the highest proportion of votes in favour of their appointment at the Spill Meeting (even if less than 50% of the votes cast on their election are in favour of their re-appointment). If two or more individuals have the same proportion of votes, the managing director and any re-elected director have the power to choose which individual will be reappointed, subject to confirmation at the following AGM; and
• (g) the Act also contains a re-setting mechanism so that a Spill Resolution could only be considered by Shareholders at every second AGM. However, a remuneration report must outline the Board's proposed action in response to comments made by shareholders on the preceding remuneration report if that earlier document received a "strike", that is 25% or more of the votes cast were against adoption of the earlier remuneration report.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR MICHAEL ETHERIDGE

Clause 14.3 of the Constitution requires that at the Company's Annual General Meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the next lowest whole number nearest to one third, shall retire from office, 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 re-election.

The Directors to retire at an Annual General Meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

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

The Company currently has four (4) Directors and accordingly one (1) must retire.

Dr Michael Etheridge, the Director longest in office since his last election, retires by rotation and seeks re-election.

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – SHARES

4.1 General

On 22 July 2011, the Company issued 177,777,778 Shares to Craton Capital LLC (Craton Capital) at an issue price of 4.5 cents per Share to raise $8,000,000.

Craton Capital is not a related party of the Company.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Share Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities 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.

4.2 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:

• (a) 177,777,778 Shares were allotted;

• (b) the issue price was 4.5 cents 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 Craton Capital LLC; and

• (e) the funds raised from this issue are being used:

  • (i) to fund increased exploration activity, including accelerated exploration at the Twin Bonanza Gold Camp and other priority targets;
  • (ii) for reconnaissance work on the remainder of the Company's tenement package; and
  • (iii) for working capital purposes.

5. RESOLUTION 4 – ADOPTION OF NEW CONSTITUTION

5.1 General

Resolution 4 seeks shareholder approval to adopt a new Constitution.

As there have been numerous changes to the Corporations Act and the ASX Listing Rules recently, the Board has sought legal advice in respect of the impact of these changes on its Constitution. After receiving the legal advice, the Board has decided to seek Shareholder approval to adopt a new Constitution (Proposed Constitution) to ensure that the latest amendments to the Corporations Act are appropriately incorporated rather than amend the existing Constitution.

The Proposed Constitution will take effect from the date the special resolution is passed.

Many of the proposed changes are administrative or minor in nature and the Directors believe they are not material nor will they have any significant impact on shareholders.

A summary of the proposed changes is set out below.

The Proposed Constitution is available for review on the Company's website (www.abmresources.com.au) and during normal hours at the Company's registered office. A copy of the Proposed Constitution will also be sent to shareholders upon request to the Company Secretary ((+61 8) 9423 9777).

5.2 Proposed changes – Constitution

The Proposed Constitution includes the following new clauses which the current Constitution does not provide for.

Postponement of General Meeting of Shareholders

The Proposed Constitution provides at clause 11.2 that the Directors may, subject to the Corporations Act and the ASX Listing Rules, postpone a meeting of Shareholders or change the place for a general meeting of shareholders by giving written notice to ASX. If a meeting of Shareholders is postponed for one month or more, the Company must give new notice of the postponed meeting.

Business at General Meeting

The Proposed Constitution expressly provides at clause 11.6 that subject to the Corporations Act, only matters that appear in a notice of meeting shall be dealt with at a general meeting or an Annual General Meeting, as the case may be.

Secretary may attend and be heard

The Proposed Constitution expressly provides at clause 15.4 that the Secretary is entitled to attend any meeting of the Directors and is entitled to be heard on any matter dealt with at any meeting of Directors.

Execution documents without a seal

The Proposed Constitution expressly provides at clause 18.2 that the Company may execute a document without using the Seal if the document is signed by two Directors or a Director and a Secretary.

Breach of restriction agreement

The Proposed Constitution expressly provides at clause 21.8 that in the event of a breach of the ASX Listing Rules relating to 'Restricted Securities' (as they are defined in the ASX Listing Rules) or of any escrow arrangement entered into by the Company under the ASX Listing Rules in relation to any Shares which are classified under the ASX Listing Rules or by ASX as Restricted Securities, the Shareholder holding the Shares in question shall cease to be entitled to be paid any dividends in respect of those Shares for so long as the breach subsists.

Directors access to information

The Proposed Constitution at clause 28 provides that where the Directors consider it appropriate, the Company may:

• (a) give a former Director access to certain papers, including documents provided or available to the Directors and other papers referred to in those documents; and
• (b) bind itself in any contract with a Director or former Director to give the access.

This specific provision reflects the statutory right in Section 198F of the Corporations Act authorising the Company to enter into contracts with Directors agreeing to provide continued access to Board papers.

Dividends

There have been recent changes to the dividend payment provisions of the Corporations Act which came into effect on 28 June 2010. A new section 254T has been included in the Corporations Act which introduces a three-tiered test that a company will need to satisfy before paying a dividend. This replaces the previous test that the company may only pay dividends from profits.

The new section 254T provides that a company must not pay a dividend unless:

• (a) the company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
• (b) the payment of the dividend is fair and reasonable to the company's shareholders as a whole; and

(c) the payment of the dividend does not materially prejudice the company's ability to pay its creditors.

The existing constitution of the Company currently reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution does not contain the profits test and enables the Company to pay dividends in accordance with the new position under the Corporations Act. The Directors consider it appropriate for the constitution of the Company to reflect the recently amended Corporations Act to allow more flexibility in the payment of dividends. This provision is made in clause 21 of the Proposed Constitution.

Partial takeover plebiscites

Pursuant to Section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for shares in the Company may only proceed after the bid has been approved by a meeting of members held in accordance with the terms set out in the Corporations Act. This provision is made in clause 35 of the Proposed Constitution.

This clause will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

The effect of the proposed provision is that where offers have been made under an off market bid in respect of shares included in a class of shares in the Company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the off market bid is prohibited unless and until a resolution to approve an off market bid is passed.

A copy of the Proposed Constitution is available on request.

6. RESOLUTION 5 – SHARE BUY-BACK

6.1 General

On 22 March 2010, the Company invited one of its employees (Participant) to apply for:

• (a) 2,361,000 Shares at an issue price of 2.4 cents per Share, pursuant to the Company's Employee Share Plan; and
• (b) a loan of up to $56,664 to cover the issue price of the Shares, in accordance with the Loan Scheme in the Employee Share Plan (Loan).

The Plan Shares were subject to the following transfer restrictions:

• (a) 787,000 Shares escrowed until the later of the Participant's completed continued service with the Company until 30 March 2011 and the repayment of any loan relating to these Shares (Tranche 1 Shares);
• (b) 787,000 Shares escrowed until the later of the Participant's completed continued service with the Company until 30 March 2012 and the repayment of any loan relating to these Shares (Tranche 2 Shares); and
• (c) 787,000 Shares escrowed until the later of the Participant's completed continued service with the Company until 30 March 2013 and the repayment of any loan relating to these Shares (Tranche 3 Shares)

The Participant ceased to be an employee of the Company on 1 April 2011. Accordingly, the condition attaching to the Tranche 1 Shares has been satisfied, whilst the conditions relating to the Tranche 2 and Tranche 3 Shares have not been satisfied and the Shares remain subject to the restrictions on transfer. The outstanding balance of the Loan for the Tranche 2 and Tranche 3 Shares is $37,776.

The Company proposes to buy back the Tranche 2 and Tranche 3 Shares at a price equal to the issue price of those Shares, being 2.4 cents per Share or a total of $37,776, which will be applied against the outstanding balance of the Loan of $37,776.

Accordingly, this Resolution 5 seeks Shareholder approval for the buy-back of all of the Tranche 2 and Tranche 3 Shares in the Company held by the Participant.

6.2 Corporations Act

Pursuant to Section 257D of the Corporations Act, a company may enter into an agreement for the selective buy-back of Shares if it is approved by a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back.

Section 257D(2) of the Corporations Act requires that a company must include with the notice a statement setting out all information known to the company that is material to the decision on how to vote on the resolution. However, the company does not have to disclose information if it would be unreasonable to require the company to do so because the company had previously disclosed the information to shareholders.

The Directors believe that the buy-back as proposed is fair and reasonable to Shareholders for the reasons set out in this Explanatory Statement and that it is appropriate that the Plan Shares be cancelled in the circumstances.

6.3 Summary of the Effect of the Proposed Share Buy-Back

The overall effect of the buy-back of the Tranche 2 and Tranche 3 Shares, assuming that the issue of all other Shares the subject of the other Resolutions of the Notice of Meeting are approved, is as follows:

	Shares
Current issued capital	2,667,749,631
Less Tranche 2 and Tranche 3 Shares	(1,574,000)
Total	2,666,175,631

The primary effect of the proposed share buy-back will be to decrease the Participant's shareholding in the Company by 1,574,000 Shares and repaying the balance of the Loan being $37,776. This will not have an actual effect on the Company's cash position as the outstanding balance of the Loan being $37,776 will be set off against the purchase price to buy back the Tranche 2 and Tranche 3 Shares.

6.4 Directors' Recommendation

The Board recommends Shareholders vote in favour of Resolution 5.

6.5 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve the Resolution being information that is known to any of the Directors and which has not been previously disclosed to shareholders in the Company, other than as disclosed in this Explanatory Statement.

7. RESOLUTION 6 – AMENDMENT TO EMPLOYEE SHARE PLAN

7.1 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. This exception is only available if there has been no material change to the terms of the Plan.

The Company adopted the Company's Employee Share Plan (Plan) on 17 November 2005. On 31 July 2006 the Company obtained Shareholder approval to adopt the Plan and to allow the issue of Shares under the Plan as an exception to ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 (Exception 9). On 20 November 2007, the Company obtained Shareholder Approval to amend the Plan. On 27 November 2008 the Shareholder approval to issue Shares under the Plan was renewed. The Plan again received Shareholder approval to be amended on 24 March 2010.

The Board proposes to amend the Plan as set out in Section 7.2 below. This approval requires Shareholder approval for the purpose of ASX Listing Rule 7.2 (Exception 9). This approval is being sought pursuant to Resolution 6.

7.2 Proposed amendments to the Plan

The current terms of the Plan provide that 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;
• (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 periods and 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 a participant ceases to be an eligible employee of the Company during the period of restriction, or the above criteria are not satisfied, 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.

The Directors propose to amend the Plan such that, where the Shares were issued for cash consideration, the Company may, at its election, buy-back the Plan Shares at a price equal to:

• (a) the issue price of the Shares; or
• (b) the market price of the Shares.

The ability to buy-back the Shares at the issue price means that the Company is able to buy-back the Shares at the lower of the issue price and the market price, in circumstances where the service continuity and/or performance criteria have not been satisfied.

Accordingly, as a result of this amendment, the Directors propose to amend the Plan so that if the Company buys-back the Shares in accordance with the above proposed amendments, the participant authorises the Company to apply the proceeds of the buy-back in satisfaction of the Loan and the Company shall pay any balance to the participant.

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

Since 24 March 2010 (being the date on the Plan was last approved by Shareholders), the Company has issued 74,005,000 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 (including the proposed amendment) is set out below.

7.4 Summary of the Plan

(a) Introduction

The Plan is designed to provide full-time and part-time employees, executive and non-executive Directors of the Company, and contractors or sub-contractors determined by the Board to be included as an employee (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):

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

The Directors may impose different time periods and 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:

• (i) where the Shares were issued for no cash consideration the lesser of $0.0001 each or the market price of the Shares; or
• (ii) where the Shares were issued for cash consideration, either (at the Company's election):
  • (A) the issue price of the Shares; or
  • (B) 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 and non-executive Directors of the Company 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;
• (ii) the receipt by the Company of a bidder's statement in respect of the Company; or
• (iii) 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.

(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) resolve conclusively all questions of fact or interpretation in connection with the Plan;
• (iii) delegate to one or more persons for such period and on such conditions as they may determine the exercise of any of their powers or discretions arising under the Plan;
• (iv) amend or waive the terms and conditions of the Plan; and
• (v) 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.

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. In such an event, and subject to Shareholder approval of Resolution 6, the borrower is required to make available to the Company their Plan Shares to settle the loan. This will result in the Company meeting the loss on the loan so that the loan is effectively linked to the value of the Shares.

8. ENQUIRIES

Shareholders are requested 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 or Meeting means the meeting convened by the Notice.

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 Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party means, in relation to a member of Key Management Personnel: (a) a spouse or child of the member; (b) a child of the member's spouse; (c) a dependent of the member or the member's spouse; (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the regulations, as defined in the Corporations Act.

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.

Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise), as defined in the Corporations Act.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2011.

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.

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 30 November 2011 and at any adjournments of that meeting/all meetings of the members of ABM Resources NL.

DATED ………………………………………………………. 2011

Please sign here

Executed by the Companyinaccordancewithitsconstituentdocuments	)))
….……Director	….……Director/Secretary
………Name of authorised representative (print)	….……Positionofauthorisedrepresentative(print)
………Signature of authorised representative

Instructions for Completion

• 1. Insert name of appointor company and the name or position of the appointee (e.g. "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 (e.g. 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 Level 1, 141 Broadway Nedlands WA 6009 or fax the Certificate to the registered office at 08 9423 9733 or email to admin@abmresources.com.au or
• 1. Produce to the Company Secretary or a Director prior to admission at the Annual General Meeting.

REGISTERED OFFICE:Level 1141 BroadwayNEDLANDS WA 6009				ABM RESOURCES NLABN: 58 009 127 020									SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:PO BOX 535.APPLECROSS WA 6953 AUSTRALIA770 Canning Highway,APPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233E: registrar@securitytransfer.com.auW: www.securitytransfer.com.au
									Code:			ABU
									Holder Number:
				SECTION A: Appointment of Proxy
I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:
	OR
The meeting Chairperson(mark with an "X")or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote inaccordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 2.00pmon Wednesday 30 November 2011 at BDO Audit (WA) Pty Ltd, 38 Station Street, Subiaco, Western Australia and at any adjoumment of that meeting.						The name of the person you are appointing(if this person is someone other than the Chairperson of the meeting).
		SECTION B: Voting Directions to your Proxy
Please mark "X" in the box to indicate your voting directions to your Proxy.Resolution										For			Against Abstain
1. Adoption of remuneration report
2. Re-election of Director - Mike Etheridge
3. Ratification of Prior Issue - Shares
4. Adoption of new Constitution
5. Share Buy-Back
6. Amendment to Employee Share Plan
If no directions are given my proxy may vote as the proxy thinks fit or may abstain.* If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.proxy how to vote on Resolution 1.	If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of resolution 6 and votes cast by him/her other than as a proxy holder will bedisregarded 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 resolution 6 and your votes will not be counted in calculatingthe required majority if a poll is called on resolution 6. The Chairperson of the Meeting intends to vote undirected proxies in favour of resolution 6.Important for Resolution 1: If the Chair of the meeting or any member of the Key Management Personnel of the Company whose Remuneration Report or a closely related party of that member is yourproxy and you have not directed the proxy vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of theCompany whose remuneration details are included in the Remuneration Report or closely related party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your
				SECTION C: Please Sign Below
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Security Holder				Security Holder 2							Security Holder 3
Sole Director and Sole Company Secretary				Director								Director / Company Secretary
0544036686	Reference Number:							ABU

Email	registrar@securitytransfer.co
Facsimile	+61 8 9315 2233
Telephone	+61 8 9315 2333