PRODIGY GOLD NL — Major Shareholding Notification 2012

Feb 16, 2012

17 February 2012

Our Ref:

DPG:APA001/4009

The Manager Company Announcements Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

TELEPHONE +61 2 8915 1000 EACSIMILE +61 2 8916 2000 $\overline{\phantom{0}}$ Level 12 60 Carrington Street Sydney NSW Australia GPO Box 1433 Sydney NSW 2001 Australia DX 262 Sydney ABN 55 365 334 124

By fax 1300 135 638

Dear Sir/Madam

Notice of Change of Interests of Substantial Holder

We act for APAC Resources Capital Limited and its associated parties including APAC Resources Limited (APAC Group).

On behalf of APAC Group, and in accordance with Section 671B of the Corporations Act 2001 Cth, we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of ABM Resources NL (ASX:ABU).

A copy of the attached Notice is also being provided to ABM Resources NL.

Yours faithfully

Daniel Goldberg Special Counsel Direct Line: (02) 8915 1022 Direct Fax: (02) 8916 2022 Email: daniel.goldberg@addisonslawyers.com.au

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						604	page 1/215 July 2001
					Form 604Corporations Act 2001Section 671BNotice of change of interests of substantial holder
To Company Name/Scheme			ABM RESOURCES NL
ACN/ARSN			009 127 020
	1. Details of substantial holder (1)
Name		APAC RESOURCES CAPITAL LIMITED and its related bodies corporate listed in "Annexure A" to this notice ("APACGroup Entities")
ACN/ARSN (if applicable)		NIA.
substantial holder onThe previous notice was dated	There was a change in the interests of theThe previous notice was given to the company on		16/02/201214/02/201214/02/2012
2. Previous and present voting power
					relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:		The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
	Class of securities (4)		Previous natice			Present notice
	Ordinary Shares		508,014,212	Person's votes	Voting power (5)17.27%	Person's votes647,911,009	Voting power (5)19.99%
	3. Changes in relevant interestsDate ofchange	Person whoserelevantinterestchanged		Nature ofchange (6)	Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company orscheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Considerationgiven in relationto change $(7)$	Class andnumber ofsecuritiesaffected	Person's votesaffected
	16/02/2012	APACResourcesCapital Limited andeach APAC GroupEntity		Exercise of optionsby TAM resulting inissue of ABU ORDshares to beacquired by APACResources CapitalLimited	$6,994,839.85	139,896,797 ORDshares	139,896,797
	4. Present relevant interests
					Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
	Holder ofrelevantinterest	Registerednolder ofsecurities		Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes
	APACResourcesCapital LimitedandeachAPAC.GroupEntity	TanamiNL.		Exploration Tanami ExplorationNL.	Purchaser under arelevant agreement - seeAnnexure B	647 911,009	19.99%

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					604 GUIDE	page 1/1 13 March 2000
15.	Changes in association
	[Fhe persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder inrelation to voting interests in the company or scheme are as follows:
	Nameand	ACN/ARSN(if
	applicable)		Nature of association
	NIA		МA
16.	Addresses
	The addresses of persons named in this form are as follows:
	Name		Address
	APAC Resources Capital Limited and		Ic/- APAC Resources Limited
	leach APAC Group Entity			32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong
	Signature
	print name	Jorie Chan			capacity	Company Secretary
	sign here		n A3		date	17/02/2012
			DIRECTIONS
(1)				If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
	is clearly set out in paragraph 6 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
$\left( 3\right)$	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
KO)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
I(G)	Include details of:
	(a)			any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copyof any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract.scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
	(b)			any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of thesecurities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
ŢØ)	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may,become entitied to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of acontingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if theyare not paid directly to the person from whom the relevant interest was acquired.
掷	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
(9)				Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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Annexure "A"

This is Annexure "A" of 1 page referred to in Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 17 February 2012.

Signed: Jorie Chan

The following bodies corporate are related bodies corporate of APAC Resources Capital Limited:

Name

APAC Resources Limited

Accardo Investments Limited

APAC Resources Asia Limited As above APAC Resources Beiling Limited As above APAC Resources China Limited As above APAC Resources Commodity Trading Limited As above APAC Resources Eastern Limited As above APAC Resources Energy Limited As above APAC Resources Engineering Limited As above APAC Resources Enterprises Limited As above APAC Resources Holding (China) Limited As above APAC Resources Holdings China Limited As above APAC Resources Investment Holding Limited As above APAC Resources Investments Limited As above APAC Resources Investments China Limited As above APAC Resources Management Limited As above APAC Resources Mining Limited As above APAC Resources Mining Limited As above APAC Resources Northern Limited As above APAC Resources (Qingdao) Company Limited As above APAC Resources Shanghai Limited As above APAC Resources Southern Limited As above APAC Resources Strategic Holdings Limited As above APAC Resources Trading Limited As above APAC Resources Western Limited As above Asia Cheer Trading Limited As above First Landmark Limited As above Fortune Desire Investments Limited As above Hua Loong Textiles Limited As above Merchants (Hong Kong) Limited As above Mount Sun Investment Limited As ahove Park Well International Group Limited As above Ruiyu (Shanghai) Investment Consulting Co., Ltd. As above Sino Chance Trading Limited As above Shanghai Merchants Holdings Limited As above Super Grand Investments Limited As above Tecson Hong Kong Limited As above Ying Wing (H.K.) Limited As above

Address

32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong

c/- APAC Resources Limited

32/F, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kond

Annexure "B"

W

去人

This is Annexure "B" of 4 pages referred to in Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 17 February 2012.

Signed: Jorie Chan

TANAMI GOLD NL

7 February 2012

The Directors APAC Resources Capital Limited 32/F, China Online Centre. 333 Lockhart Road. Wanchai. Hong Kong

Dear Sirs

1

Acquisition of Shares in ABM Resources NL ABN 58 009 127 020 (ABM Resources)

• Tanami Exploration NL (Tanami Exploration) is the registered holder of:
  • 508,014,212 ordinary fully pald shares in ABM Resources (Shares); and $(a)$
  • $(b)$ 300,000,000 options to acquire shares in ABM Resources (exercisable at 1.5c per option) (Options).
• $\mathcal{L}$ Tanami Exploration has agreed to sell and APAC Resources Capital Limited (Buyer) has agreed to purchase the Shares referred to in paragraph 1(a) and the shares which Tanami Exploration is entitled to receive following the due exercise of 139,896,797 Options on the terms set out in this letter, and following Tanami Exploration's exercise of the balance of the Options.

Terms of Sale

• $(1)$ Shares - 647,911,009 Shares (Sale Shares).
• $(II)$ Purchase Price - 5 cents per Share.
• $(iii)$ Closing - Completion of the sale and purchase of the Sale Shares shall take place in 2 tranches as follows:
  • Tranche 1 508,014,212 Shares (Tranche 1 Sale Shares) on or before the date that $(A)$ occurs 5 days from the date of this agreement (Tranche 1 Closing); and
  • $\langle B \rangle$ Tranche 2 - 139,896,797 Shares (Tranche 2 Sale Shares) on or before the date that occurs 5 days from the date of issue of the Tranche 2 Sale Shares following the exercise by Tanami Exploration of an equivalent number of Options and the exercise of the balance of the Options, (Tranche 2 Closing).
• $(iv)$ Closing Mechanics - Completion of the sale and purchase of the Sale Shares shall occur as follows:
  • $(A)$ at Tranche 1 Closing, the Seller shall deliver to the Buyer, or as the Buyer directs in writing:
    • a holding statement for the Tranche 1 Sale Shares (evidencing its title to those $(1)$ Shares): and
    • $(2)$ a share transfer form with respect to the Tranche 1 Sale Shares in favour of the Buyer duly executed by Tanami Exploration;
    • $(3)$ a discharge of financing statement under the Personal Property Securities Act 2009 relating to the encumbrance that is registered in favour of AP Finance Limited over the Tranche 1 Sale Shares; and
    • $(4)$ any notice or direction that may be required to be given by AP Finance Limited to Hartleys Limited, being the sponsoring broker in relation to the encumbrance referred to in paragraph( $iv$ ) $A$ )(3) above, against receipt from the Buyer of the sum of $25,400,710.60, being the purchase price of the Tranche 1 Sale Shares.

.evel 4, 50 Colin Street, West Perth, Western Australia, 6005 ≢ P.O. Box 1892, West Perth, Wostens Australia, 6872 Tel: +61 (8) 9212 5999 # Pax: +61 (8) 9212 5900 # Email: tanamigold@hanarakcom.au # Website: www.tanami.com.au. # ABN: 51 000 617 176 $(B)$

Tanami Gold NL

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• at Tranche 2 Closing, the Seller shall deliver to the Buyer, or as the Buyer directs in writing:
  • a holding statement for the Tranche 2 Sale Shares (evidencing its title to those $(1)$ Shares); and
  • a share transfer form with respect to the Tranche 2 Sale Shares in favour of $(2)$ the Buyer duly executed by Tanami Exploration,

against receipt from the Buyer of the sum of $6,994,839.85 being the purchase price of the Tranche 2 Sale Shares.

• Payments All payments under this agreement shall be made in Australian dollars and in $(v)$ immediately available funds.
• Representations and warranties Tanami Exploration Tanami Exploration represents $(vi)$ and warrants in favour of the Buyer as follows:
  • it has the power to enter into, perform and deliver, and has taken all necessary action $(A)$ to authorise its entry into, performance and delivery of, the transactions contemplated by, this agreement in accordance with its terms;
  • Tanami Exploration has the right to transfer and sell the Sale Shares without the $\langle B \rangle$ requirement to obtain the consent or approval of any third party, subject to obtaining the discharge of financing statement referred to in paragraph (iv)(A)(3) above;
  • at Tranche 1 Closing, the Tranche 1 Sale Shares shall be free of all encumbrances $(C)$ and other third party rights; and
  • at Tranche 2 Closing, the Tranche 2 Sale Shares shall be free of all encumbrances $(D)$ and other third party rights.
• $(vii)$ Representations and warranties - Buyer - The Buyer represents and warrants in favour of Tanami Exploration that it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the transactions contemplated by, this agreement in accordance with its terms.
• Governing law This agreement is governed by the laws of Western Australia and each $(viii)$ party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia.
• Costs Each party is responsible for its own costs in connection with the preparation, $(ix)$ negotiation and completion of this acreement.
• Counterparts This agreement may consist of a number of copies, including facsimile copies, $(x)$ each signed by one or more parties to this agreement. If so, the signed copies are treated as making up the one document.
• Interpretation Each reference in this letter to this agreement means the agreement $(xi)$ constituted by the signing of this letter by Tanami Exploration and the Buyer where indicated below.

Yours faithfully Tanami Gold NL

Denis Waddell Director

3

Tanami Gold NL

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EXECUTED AS A DEED

Executed by Tanami Exploration NL in accordance with section 127(1) of the Corporations Act in the presence of:

Secretary/Director-

Director

DOW LATTO Name (please print)

DENIS WADDELL Name (please print)

Date February 2012

Executed by APAC Resources Capital Limited in the presence of:

Secretary/Director

Director

Name (please print)

Name (please print)

EXECUTED AS A DEED

Executed by

Tanami Exploration NL

in accordance with section 127(1) of the Corporations Act in the presence of:

Secretary/Director

Director

Name (please print)

Name (please print)

Date 10 February 2012

Executed by APAC Resources Capital Limited in the presence of:

Secretar Director

$U$ $U$ LAS Djeedor

Kong Muk Yin

Name (please print)

Wong Wai Keung Frederick

Name (please print)