PRODIGY GOLD NL — Capital/Financing Update 2014

Mar 27, 2014

ASX ANNOUNCEMENT / MEDIA RELEASE ASX:ABU

28 March 2014

Tranche 1 of Pacific Road Investment Complete

• Tranche 1 investment of $11.85 million received from Pacific Road and shares issued.

ABM Resources NL ("ABM" or "the Company") is pleased to announce that Pacific Road Resources Fund II ("Pacific Road Capital") and ABM Resources ("ABM" or "the Company") have finalised the Tranche 1 investment as per press-release dated 13/03/2014. Tranche 2 is subject to shareholder approval and a notice of meeting is being compiled to be distributed to shareholders in due course.

Darren Holden, Managing Director of ABM, said, "With a strengthened balance sheet, a quality new long-term investor on the register, a high-grade gold development project and our exciting extensional targets we have a solid platform for growth. Our focus remains to not only define the extents of this high-grade gold system but to execute our plans for mining in 2014."

With respect to the Mineral Lease Application, the Company has today received a notice of intent to grant the mineral lease from the Department of Mines and Energy (NT) and this is anticipated to progress to granted status shortly.

About ABM Resources

ABM is an exploration and development Company progressing several gold discoveries in the Central Desert region of the Northern Territory of Australia. The Company has a multi-tiered approach to exploration and development with a combination of high-grade potentially short-term production scenarios such as the Old Pirate high-grade gold project, large scale discoveries such as Buccaneer, and regional exploration discoveries such as the Hyperion gold project.

In addition, ABM is committed to regional exploration programs throughout its extensive holdings including the alliance with Independence Group NL at the regional Lake Mackay Project, and the proposed divestment of the North Arunta projects to Clancy Exploration Ltd.

Notice under Section 708A

The Corporations Act 2001 ("the Act") restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, the issue of shares referred to in the attached Appendix 3B will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under section 708A(5)(e) of the Act that, in respect of the 493,938,844 shares referred to in this announcement:

• 1. The Company issued the shares without disclosure to investors under Part 6D.2 of the Act;
• 1. As at 28 March 2014, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company and section 674 of the Act; and
• 1. As at 28 March 2014 there is no information:
  • a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
  • b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
    • i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
    • ii. the rights and liabilities attaching to the Securities.

Signed

Darren Holden – Managing Director

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

ABM Resources NL

ABN

58 009 127 020

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of +securities issued or to be issued

Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

493,938,844 ordinary shares

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Yes
5	Issue price or consideration	$0.024 per share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Issue of fully paid ordinary shares.The funds will be used for:Extensional exploration and resource definitiondrilling;Project construction at the Old Pirategolddeposit; andWorking capital purposes.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	No
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	N/A
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A

+ See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
3,786,864,475	Ordinary Shares
	These include
	62,892,267 shares that
	are subject to
	voluntary escrow until
	loan repayment (ESP).

N/A

N/A

N/A

N/A

N/A

28 March 2014

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	*166,500,000	Options ($0.015 @ 14
	+securities not quoted on ASX		January 2015)
	(includingthesecuritiesin
	section 2 if applicable)	41,750,000	Options ($0.015 @ 18
			October 2015)
10	Dividend policy (in the case of a	N/A
	trust, distribution policy) on the
	increased capital (interests)

*on exercise of these options up to a further 166,500,000 options will be issued (@0.015 @ 5 years from issue date).

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders	N/A
25	If the issue is contingent on+security holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	N/A
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do +security holders selltheir entitlements in full througha broker?	N/A
31	How do +security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?	N/A

+ See chapter 19 for defined terms.

32	How do +security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Despatch date	N/A

Part 3 - Quotation of securities

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

34 Type of securities (tick one)

(a) Securities described in Part 1

(b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
• 37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in clause

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .........................................................Date: 28 March 2014 (Company Secretary)

Print name: Jutta Zimmermann == == == == ==

+ See chapter 19 for defined terms.