PRODIGY GOLD NL — Capital/Financing Update 2015

Mar 22, 2015

ASX ANNOUNCEMENT / MEDIA RELEASE ASX:ABU

23 March 2015

COMPLETION OF NON-RENOUNCEABLE ENTITLEMENT OFFER, ADDITIONAL PLACEMENT AND NOTICE UNDER SECTION 708A(5)(E) OF THE CORPORATIONS ACT

ABM Resources NL (ACN 009 127 020) (Company) advises that its non-renounceable entitlement issue of one (1) Share for every eight (8) Shares held by those Shareholders registered at the Record Date at an issue price of $0.22 per Share to raise up to approximately $7.7 million (before costs)(Offer), has now been completed.

In addition, as previously announced, the Company has placed approximately 6.83 million Shares to Pacific Road Capital Management Pty Ltd to raise a further approximately $1.5 million (Additional Placement).

The Company confirms that in relation to the Shares subscribed for under the Offer:

• (a) 34,858,830 Shares were issued on 23 March 2015 and the Company is applying for quotation of these 34,858,830 Shares; and
• (b) the Company now has a total of 343,287,553 fully paid ordinary shares on issue (including those under the Additional Placement).

The Appendix 3B for the Additional Placement and a copy of the Top 40 shareholders following the close of the Offer and the Additional Placement are attached.

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

As foreshadowed in the Company's recent Offer Document dated 19 February 2015, the Company has today issued the shares in relation to the Additional Placement (Additional Placement Shares).

The Company gives notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

• 1. the Company issued the Additional Placement Shares without disclosure under Part 6D.2 of the Corporations Act; and
• 1. as at the date of this notice, the Company has complied with:
  • (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
  • (b) section 674 of the Corporations Act; and
  • (c) as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

Jutta Zimmermann Company Secretary

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, 04/03/13

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

6,830,808

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. 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)

Shares will rank equally with current ordinary fully paid shares in the Company

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +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	$0.22 per share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The Company intends that the funds raisedpursuant to this additional placement, togetherwith existing cash, will be used for developmentand commissioning costs to bring the Old Pirategold project into production, for near-mine andregional exploration, and for general workingcapital.
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	Yes
6b	The date the security holderresolution under rule 7.1A waspassed	25 November 2014
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Nil.
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil.

+ 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 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
343,287,553	Ordinaryfullypaidshares. These include3,593,270 shares thataresubjecttovoluntary escrow untilloan repayment (ESP)

Nil.

N/A

N/A

N/A

See Annexure 1

23 March 2015

• See chapter 19 for defined terms.

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
Nil

10	Dividend policy (in the case of a	N/A
	trust, distribution policy) on the
	increased capital (interests)

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
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 whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A

+ See chapter 19 for defined terms.

• 21 Amount of any underwriting fee or commission N/A
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do security holders sell their entitlements in full through a broker?

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

• 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date N/A

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) X +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	N/A
39	+Class of +securities for whichquotation is sought	N/A
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	N/A
	If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	N/A
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	NumberN/A	+Class

+ 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 is not available now, we 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: Ms Jutta Zimmermann Date: 23/03/2015 (Company secretary)

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	94,583,275
Number of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities thesubject of the Appendix 3B to which this form isannexed•It may be useful to set out issues of securities ondifferent dates as separate line items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	654,048
"A"	313,459,472

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	47,018,921

Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2	29,558,081
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:
•This applies to equity securities, unlessspecifically excluded – not just ordinary securities•Include here (if applicable) the securities thesubject of the Appendix 3B to which this form isannexed
•It may be useful to set out issues of securities ondifferent dates as separate line items
"C"	29,558,081

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	47,018,921
Note: number must be same as shown in Step 2
Subtract "C"	29,558,081
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	17,460,840
	[Note: this is the remaining placement capacity underrule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

313,459,472

Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	31,345,947

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

•This applies to equity securities – not just ordinarysecurities•Include here – if applicable – the securities thesubject of the Appendix 3B to which this form is

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	31,345,947
Note: number must be same as shown in Step 2
Subtract "E"	0
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	31,345,947
	Note: this is the remaining placement capacity underrule 7.1A

			Current
			Date - 23/03/2015 Time - 6.08.28
Rank	Holder Name	Designation	Current Securities	0/6
$\mathbf{1}$	PACIFIC ROAD CAP MGNT PL	PACIFIC ROAD FUND	68,080,809	19.83%
$\overline{2}$	BNP PARIBAS NOMS PL	DRP	51,126,392	14.89%
3	J P MORGAN NOM AUST LTD		23.915.217	6.97%
4	CITICORP NOM PL		12,180,075	3.55%
5	BNP PARIBAS NOMINESS PL	BNP PARIBAS LDN UK	5,847,506	1.70%
$\ast$6	HSBC CUSTODY NOM AUST LTD		5,083,736	1.48%
×7	PERTH SELECT SEAFOODS PL		4,233,334	1.23%
8	WYLIE STEPHEN ROBERT		3,516,862	1.02%
9	O'BRIEN GEOFFREY F	WOOBINDA FAM A/C	2,806,812	0.82%
$\ast$10	JETOSEA PL		2,803,858	0.82%
11	PERSHING AUST NOM PL	ACCUM A/C	2,337,582	0.68%
$\ast$12	FEATHERBY NATHAN JOHN		2,328,185	0.68%
13	MORGAN STANLEY AUST SEC N	NO 1 ACCOUNT	2,262,682	0.66%
$\ast$14	REXFAM TRADING PL		1,777,597	0.52%
15	RUNDAL HLDGS PL	RUNDAL HLDGS PL S/	1,708,485	0.50%
$*$16	FEATHERBY NATHAN JOHN	SAN PEDRO INV A/C	1,652,653	0.48%
17	RADFORD EMMA	ED A/C	1,388,889	0.40%
$\ast$18	HOLDEN DARREN JOHN	SINCLAIR FAM A/C	1,348,734	0.39%
*19	MUSCON PL	S/F A/C	1,333,334	0.39%
20	PERSHING AUST NOM PL	ARGONAUT ACCOUNT	1,210,000	0.35%
21	ABN AMRO CLEARING SYDNEY	CUST A/C	1,203,946	0.35%
$\ast$22	RADFORD EMMA		1,172,127	0.34%
23	LAMBERT ANDREW P + LEE C		1.127.813	0.33%
24	JEMAYA PL	JH FEATHERBY S/F A	1,100,000	0.32%
25	YURIY LTD		1,050,000	0.31%
$*$26	KINS IMANTS		1,038,001	0.30%
$\ast$27	ZIMMERMANN JUTTA		1,010,000	0.29%
$\ast$28	GRUBISA ALAN + THELMA K	GRUBISA S/F NO2 A/	1,000,000	0.29%
29	AMB PROP PROVIDENCE PL		1,000,000	0.29%
30	KNAPTON JOHN WILLIAM		1,000,000	0.29%
31	MERRIWEE PL	MERRIWEE S/F A/C	998,064	0.29%
$\ast$32	KING JENNIFER ANNE		977,743	0.28%
33	ARIDAS ARTHUR + TANIA L	ARIDAS S/F A/C	915,134	0.27%
34	ALBA CAP PL		850,000	0.25%
35	CLARIDEN CAP LTD		841,650	0.25%
36	RADFORD EMMA		833,334	0.24%
∗37	TECTONEX GEOCONSULTANTS P	ETHERIDGE S/F A/C	800,000	0.23%
38	JEMAYA PL	FEATHERBY FAM A/C	783,000	0.23%
$\ast$39	MERRILL LYNCH AUST NOM PL		720,074	0.21%
40	PELOTON PL		718,182	0.21%
		TOP 40 TOTAL	216,081,810	62.93%
	* Denotes merged holders.Note: All holders are included in the			ot