PRODIGY GOLD NL — Capital/Financing Update 2008

Oct 9, 2008

10th October 2008

Company Announcements ASX Limited Level 10 20 Bond Street SYDNEY NSW 2000

Dear Sir / Madam

AMENDED SHARE PURCHASE PLAN OFFER TO SHAREHOLDERS

Attached is a copy of the offer documentation being forwarded to shareholders in respect of the Amended Share Purchase Plan announced on 7 October 2008.

Yours faithfully

JUTTA ZIMMERMANN CFO / Company Secretary

10th October 2008

Dear Shareholder

Invitation to Participate in Amended Shareholder Share Purchase Plan

The Board of Directors of ABM Resources NL (ABM Resources or the Company) has approved the amendment of the current Shareholder Share Purchase Plan, details of which were sent to you on 28 August 2008 (the Plan or SPP).

As announced to the Australian Securities Exchange (ASX) on 6 October 2008, ABM Resources has been successful in placing 84 Million shares with institutional and sophisticated investors of Blackwood Capital Limited. In order to offer existing shareholders the best possible price allowable under the ASX listing rules and ASIC regulations the original terms of the Share Purchase Plan offer have been amended. The revised share price is a reflection of the recent volatility and instability of global financial markets.

Shareholders Eligible to Participate in the Plan

The right to participate in the offer under the Plan (the Offer) is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the capital of ABM Resources (Shares) at 5pm (WST) on the Record Date of 7 October 2008 and whose registered address is in Australia (Eligible Shareholders).

Offer	Number of Shares	Price
A	303,398 Shares	$5,000.00
B	182,038 Shares	$2,999.99
C	60,679 Shares	$999.99

You are invited to apply to participate in one of the following alternative offers:

Share Purchase Plan

The Board is pleased to offer all Eligible Shareholders an opportunity to participate in the Plan. Details of the amended Offer are set out in this letter. Also enclosed with this letter are the Terms and Conditions of the Plan together with an Entitlement and Acceptance Form.

The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase up to $5,000 worth of Shares at a price of 1.648 cents per Share, representing a 20% discount to the volume weighted average trading price of the Company's shares on the ASX during the five (5) trading days immediately prior to the date of announcement of the Offer, free of brokerage and commission.

The average trading price of the Shares on ASX during the 5 trading days immediately prior to the announcement date of the amended Offer was calculated by the ASX at 2.06 cents per share.

All Directors who are eligible shareholders of the Company will be participating in the offer.

Subscription and Application Procedure

If you would like to participate in the Offer, please return your completed Entitlement and Acceptance Form (enclosed), together with your cheque for the subscription monies for the Shares you wish to acquire to Security Transfer Registrars Pty Ltd at PO Box 535, APPLECROSS, WA, 6953, on or before the Closing Date of 5pm (WST) on Monday, 29 October, 2008. No late applications will be accepted.

Please note the maximum investment per Eligible Shareholder is 303,398 Shares, being an investment of $5,000 at 1.648 cents per Share, and the minimum investment per Eligible Shareholder is 60,679 Shares, being an investment of $999.99 at 1.648 cents per Share.

The maximum investment any shareholder may apply for will remain $5,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

If using the direct payment option, Eligible Shareholders must pay for the Shares electronically using the direct payment instructions with payment to reach the nominated account of the Share Registrar by no later than 5.00pm WST on the Closing Date. You must post, fax or scan and email a copy of the bank receipt together with a copy of the completed Entitlement and Acceptance Form to Security Transfer Registrars.

Any shareholder who accepted the original SPP offer will be issued with the increased number of shares based on the new offer price. Any rounding difference will be rounded up to the next full share.

Additional Information and Important Dates

The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over $5,000. Shares allotted under the Plan will be issued no later than five (5) business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

The maximum number of Shares that may be issued pursuant to this Offer is approximately 193 Million.

If the Company rejects an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

On the trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was 1.8 cents. The market price of the Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are allotted to you as a result of your acceptance of this Offer. This means that the subscription price for the Shares may exceed the market price of the Shares at the date of allotment of the Shares under this Offer. The Board recommends that you obtain your own financial advice in relation to the Offer and consider price movements of Shares in the Company prior to accepting this Offer.

Amended Indicative Timetable

Announcement Date of Plan	25 August 2008
Record Date (5.00pm WST)	25 August 2008
Opening Date of Offer	2 September 2008
Announcement Date of Change of Terms	7 October 2008
New Record Date	7 October 2008
Dispatch of new offer documents	10 October 2008
Modified Closing Date of Offer	29 October 2008
Issue of Shares under the Plan	31 October 2008
Quotation of Shares on ASX	31 October 2008
Dispatch date for holding statements	3 November 2008

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Entitlement and Acceptance Forms as early as possible.

I would like to thank you for your support of ABM Resources as it has developed and grown in recent years. I encourage you to consider this opportunity to extend your holding in the Company, and further participate in the next phase of its development.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact Mr Imants Kins at ABM Resources on (08) 9423 9777.

Yours faithfully

IMANTS KINS Executive Chairman

ABM RESOURCES NL

ABN 58 009 127 020

Shareholder Share Purchase Plan – Terms and Conditions

Purpose

The purpose of the Shareholder Share Purchase Plan (the Plan) is to offer shareholders of ABM Resources NL (ABM Resources or the Company) the opportunity to acquire additional fully paid ordinary shares in the Company (ABM Resources Shares) up to a maximum of A$5,000 at a discount to the market price of ABM Resources Shares on the financial market operated by ASX Limited (ASX) without the need to pay brokerage costs and without the need for ABM Resources to issue a Prospectus, upon such terms and conditions as the Board of Directors of ABM Resources, in its absolute discretion, sees fit.

Shareholders Eligible to Participate

Eligible shareholders of ABM Resources that are registered with an Australian address at the relevant record date may participate in the Plan. Due to foreign securities laws, it is not practical for shareholders resident in other countries to be offered the opportunity to participate in the Plan.

Participation in the Plan is optional and is subject to these terms and conditions. Offers made under the Plan are non-renounceable (i.e. eligible shareholders may not transfer their rights to any ABM Resources Shares offered under the Plan).

An offer may, at the discretion of the Directors of ABM Resources, be made under the Plan once a year. The maximum amount, which any shareholder may subscribe for in any consecutive twelve month period, is A$5,000. The Directors of ABM Resources may also determine in their discretion the minimum amount for participation, the multiple of ABM Resources Shares to be offered under the Plan and the period the offer is available to eligible shareholders.

Price of ABM Resources Shares

The price of ABM Resources Shares to be issued under the Plan will be determined by calculating a discount to the volume weighted average market price of ABM Resources Shares quoted on ASX during the period five (5) trading days immediately prior to the date of the announcement of the Offer or the date Shares are issued pursuant to the Offer.

Applications and Notices

At the discretion of the Directors of the Company, ABM Resources will send eligible shareholders a letter of offer and acceptance procedures, inviting them to subscribe for ABM Resources Shares under the Plan, and accompanied by the terms and conditions of the Plan and an entitlement and acceptance form. Applications will not be accepted after the closing date of an offer. Over subscriptions to an offer may be refunded without interest.

Notices and statements made by ABM Resources to participants may be given in any manner prescribed by its Constitution.

Issue of ABM Resources Shares

ABM Resources Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by the Directors of ABM Resources in the relevant offer.

ABM Resources Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in ABM Resources from the date of issue.

Shareholding statements or CHESS notification will be issued in respect of all ABM Resources Shares issued under the Plan. The Company will, promptly after the issue of ABM Resources Shares under the Plan, make application for those ABM Resources Shares to be listed for quotation on the official list of ASX.

Modification and Termination of the Plan

ABM Resources may modify or terminate the Plan at any time.

ABM Resources will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, ABM Resources may issue to any person fewer ABM Resources Shares than the person applied for under the Plan if the issue of the ABM Resources Shares applied for would contravene any applicable law or the Listing Rules of ASX.

Dispute Resolution

ABM Resources may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or ABM Resources Shares. The decision of ABM Resources in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

ABM Resources reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of ABM Resources under these conditions may be exercised by the Directors of ABM Resources or any delegate of the Directors of ABM Resources.

Questions and Contact Details

If you have any questions regarding the Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Mr Imants Kins at ABM Resources on (08) 9423 9777.

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER**.**

ABM RESOURCES NL

ABN 58 009 127 020

Share Registry: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 T: (08) 9315 2333 F: (08) 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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	Record Date: 7 October 2008

NON-RENOUNCEABLE OFFER CLOSING AT 5.00PM WST ON 29 October 2008

TO THE DIRECTORS, ABM RESOURCES NL

I/We, the above mentioned, wish to apply for the number of new fully paid ordinary shares as stated below at an issue price of $0.01648 per share which will be issued in accordance with the ABM RESOURCES NL Share Purchase Plan and the Constitution of the Company.

	Total Subscription Amount	Number of Shares	Issue Price
Offer A – maximum amount	$5,000.00	303,398	$0.01648
Offer B	$2,999.99	182,038	$0.01648
Offer C	$999.99	60,679	$0.01648

I/We enclose my/our payment of $ for each new fully paid ordinary share applied for. I/We hereby authorise you to place my/our name(s) on the register of members in respect of the new fully paid shares allotted to me/us and I/we agree to be bound by the Company's Constitution and the terms of the ABM RESOURCES NL Share Purchase Plan.

I/We hereby agree to accept any lesser number of new shares than the number of new shares applied for; and I/We hereby certify that the amount of shares subscribed for by me/us pursuant to the ABM RESOURCES NL Share Purchase Plan (being a maximum of $5000 worth of shares) does not exceed $5000, taking into account the shares the subject of this application and any other shares applied for by me/us under the SPP or any similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

Limitation on Participation – see overleaf for details.

PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)

Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:

BSB NO: 036 - 001 ACCOUNT NUMBER: 290948

EFT REFERENCE NUMBER: «NEW_EFT_REF_NO»

This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.

YOU MUST POST, FAX OR SCAN AND EMAIL A COPY OF YOUR BANK RECEIPT TOGETHER WITH A COPY OF YOUR COMPLETED ENTITLEMENT FORM TO SECURITY TRANSFER REGISTRARS IN ORDER FOR YOUR APPLICATION TO BE PROCESSED.

Please provide a daytime (business hours) telephone number so that we can contact you if we have any questions.

Telephone Number Contact Name

NOTE: Return of the completed application form, together with your cheque(s) made payable to ABM RESOURCES NL or EFT receipt for the application monies, will constitute your offer to subscribe for new shares in the Company, and your acceptance of the Terms and Conditions of the ABM RESOURCES NL Share Purchase Plan.

This Share Purchase Plan Application Form with your payment must be lodged with the Share Registry or mailed in the return addressed envelope provided, and must be received not later than 5.00pm WST on 29 OCTOBER 2008.

Share Registry Use Only

EFT REFERENCE NUMBER: «NEW_EFT_REF_NO»

Registered Office:

LEVEL 1 141 BROADWAY NEDLANDS WA 6009

AMENDED SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER**.**

ABM RESOURCES NL

ABN 58 009 127 020

CERTIFICATION

By completing and returning this Application Form, with my cheque(s) or EFT receipt for the application monies, I/we hereby:

• 1. Acknowledge that I/we have read and understood the Terms of ABM RESOURCES NL Share Purchase Plan;
• 1. Agree to be bound by the terms of the ABM RESOURCES NL Share Purchase Plan and the Company's Constitution.
• 1. Agree to accept any lesser number of new shares than the number of new shares applied for; and
• 1. Certify that the amount of shares subscribed for by me/us pursuant to the ABM RESOURCES NL Share Purchase Plan (being a maximum of $5000 worth of shares) does not exceed $5000, taking into account the shares the subject of this application and any other shares applied for by me/us under the SPP or any similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

INSTRUCTIONS TO COMPLETE APPLICATION FORM

• Completion of Application Form

If the amount owed is a different amount to the actual total of cheques or EFT deposit included with this Application Form, the Company reserves the right to either reject your application or accept it in respect of the lesser of your stated subscription amount or your actual payment total. Receipts for payment will not be issued.

Please complete all relevant sections of the Application Form using BLOCK LETTERS.

Please see the instructions below under the heading "Payment" in relation to how you may pay for the new shares subscribed for.

• How to Lodge your Application

All shareholders who have accepted the original offer will automatically be issued with the increased number of shares based on the new offer price. Rounding differences will be rounded up to the next full share.

The completed Application Form, together with your payment for the full amount of new shares applied for; should be enclosed and returned in the return addressed envelope provided with this Application (or if payment is by EFT post, fax or scan and email a copy to Security Transfer Registrars). This must be received by Security Transfer Registrars or the Company by 5.00pm WST on 29 OCTOBER 2008.

The Company's Share Registry is located at the addresses set out below:

Security Transfer Registrars Pty Ltd	Security Transfer Registrars Pty Ltd
PO Box 535	770 Canning Highway
Applecross WA 6953	Applecross WA 6153

• Payment

You may pay for the new shares applied for by cheque or Electronic Funds Transfer (EFT). Cash payment will not be accepted.

Payments must be made in Australian Currency and cheque(s) must be drawn on an Australian Bank.

Cheque(s) must be made payable to "ABM RESOURCES NL" and crossed "not negotiable". Cheque(s) not properly drawn may be rejected. Cheques will generally be deposited on the day of receipt. If cheque(s) are dishonoured the application will be rejected.

PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)

Shareholders may elect to pay for their entitlement via (EFT) and deposit funds directly to the following bank account:

BSB NO: 036 - 001 ACCOUNT NUMBER: 290948

EFT REFERENCE NUMBER: (as provided on the front of this form).

This reference number must be quoted at the point of EFT in order for your funds to be allocated correctly.

• Limitation on Participation

The maximum subscription limitation of $5000 will apply even if an Eligible Shareholder has received more than one Application Form (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under separate share accounts).