PRODIGY GOLD NL — Proxy Solicitation & Information Statement 2008

Aug 5, 2008

ASX CODE: ABU

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06 August 2008

Manager Announcements Company Announcements Office ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

NOTICE OF GENERAL MEETING

Attached is a copy of the Notice of General Meeting to be held on 8 September 2008 which will be dispatched to shareholders today.

Yours sincerely ABM Resources NL

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Jutta Zimmermann Company Secretary

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ABM RESOURCES NL ACN 009 127 020

NOTICE OF GENERAL MEETING

TIME : 10 am (WST)

DATE : 8 September 2008

PLACE : BDO Kendalls Audit & Assurance (WA) Level 8, 256 St Georges Terrace, Perth, 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

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	9
Proxy Form	11

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10 am (WST) on 8 September 2008 at:

BDO Kendalls Audit & Assurance (WA) Level 8, 256 St Georges Terrace, Perth, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the 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:

(a) post to ABM Resources NL, 141 Broadway, Nedlands, Western Australia 6009; or (b) facsimile to the Company on facsimile number (+61 8) 9423 9733,

so that it is received not later than 10 am (WST) on 6 September 2008.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10 am (WST) on 8 September 2008 at BDO Kendalls Audit & Assurance (WA) Level 8, 256 St Georges Terrace, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the 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 General Meeting are those who are registered Shareholders of the Company at 10 am (WST) on 6 September 2008.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – CAPITAL RAISING

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 40,000,000 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 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO L’HAYYIM PTY LTD

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 2,788,104 Shares to L’Hayyim Pty Ltd 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.

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3. RESOLUTION 3 – ISSUE OF 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 7.1 and for all other purposes, approval is given for the Directors to allot and issue of up to 100,000,000 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 who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. 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.

DATED: 6 AUGUST 2008

BY ORDER OF THE BOARD

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JUTTA ZIMMERMANN COMPANY SECRETARY ABM RESOURCES NL

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10 am (WST) on 8 September 2008 at BDO Kendalls Audit & Assurance (WA) Level 8, 256 St Georges Terrace, Perth, 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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – CAPITAL RAISING

1.1 General

On 11 April 2008 and 3 July 2008, the Company issued 21,000,000 Shares and 19,000,000 Shares respectively at an issue price of 10 cents per Share to raise a total of $4,000,000 ( Capital Raising ).

None of the subscribers pursuant to the Capital Raising were related parties of the Company.

Resolution 1 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 during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class 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.

1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 40,000,000 Shares were allotted and issued pursuant to the Capital Raising;

• (b) the issue price was $0.10 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;

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• (d) the Shares were allotted and issued to Australian broking firms and existing Shareholders of the Company, none of whom were related parties of the Company; and

• (e) the funds raised from the Capital Raising will be used:

• (i) to fund the ongoing exploration at the Company’s base metal discovery at the Erayinia Project;

• (ii) to fund the exploration of the highly prospective Mimosa gold project; and

• (iii) for working capital purposes.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO L’HAYYIM PTY LTD

2.1 Background

Option to acquire Mining Lease 16/88

On 6 August 1998, the Company entered into an agreement with Kinross Gold Australia Pty Ltd ( Kinross ) pursuant to which the Company granted Kinross an option to purchase mining lease 16/88 ( Option ). Kinross subsequently assigned the Option to Australian Gold Investments Limited, who then assigned the Option to L’Hayyim Pty Ltd ( L’Hayyim ).

Release of Option

On 16 April 2008, the Company entered into a deed of release with L’Hayyim pursuant to which L’Hayyim agreed to release the Company from any obligations in respect of the Option. The consideration for the release is the payment by the Company to L’Hayyim of $100,000 in cash, and the issue by the Company to L’Hayyim of Shares to the value of $150,000 on the basis of the average weighted trading price of Shares over the 5 days prior to 31 March 2008.

The average weighted trading price of the Company’s Shares on ASX during the 5 days prior to 31 March 2008 was $0.0538, and accordingly 2,788,104 Shares were issued to L’Hayyim on 18 April 2008.

2.2 ASX Listing Rule 7.4

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the allotment and issue of the 2,788,104 Shares to L’Hayyim.

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 1.1 above.

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.

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2.3 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of Shares to L’Hayyim:

• (a) 2,788,104 Shares were allotted and issued on 18 April 2008;

• (b) the Shares were issued at a deemed issue price of $0.0538, as consideration for the release of the Option by L’Hayyim;

• (c) the Shares were allotted and issued to L’Hayyim Pty Ltd (ACN 089 489 636), who is not a related party of the Company;

• (d) 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; and

• (e) no funds were raised from the issue as the Shares were issued free as consideration for the release of the Option by L’Hayyim.

3. RESOLUTION 3 – ISSUE OF SHARES

3.1 General

The Company proposes to issue up to 100,000,000 Shares to raise funds for further exploration activity as set out in clause 3.2(f) below. The Shares will be issued at a price of not less than 80% of the average weighted market price of the Shares calculated over the last 5 days on which the Shares were traded on ASX prior to the date of issue of the Shares.

Resolution 3 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of those Shares. The effect of the Shareholder approval obtained pursuant to Resolution 3 will be to retain the Company’s 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.

None of the subscribers for these Shares will be related parties of the Company.

Please refer to Section 1.1 above for a summary of the application of Listing Rule 7.1.

3.2 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares pursuant to Resolution 3:

• (a) the maximum number of Shares to be issued is 100,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

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• (c) the issue price per Share will be not less than 80% of the average weighted market price of the Shares calculated over the last 5 days on which the Shares were traded on ASX prior to the date of issue of the Shares;

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Shares will be allotted and issued to sophisticated and professional investors to be determined by the Directors, and these parties will not be related parties of the Company; and

• (f) the funds raised from this issue will be used:

• (i) to fund the ongoing exploration of the Company’s Erayinia Project;

• (ii) to fund the ongoing exploration of the Company’s Mimosa Project;

• (iii) to fund the acquisition and exploration of new projects identified by the Company;

• (iv) to fund the ongoing exploration of the Company’s Earaheedy, Harbutt Range and Broads Dam Projects and;

• (v) for general working capital purposes.

4. ENQUIRIES

Shareholders are required to contact Jutta Zimmermann on (+ 61 8) 9423 9777 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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.

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 this Notice of Meeting.

General Meeting means the meeting convened by this Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in this 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.

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PROXY FORM

APPOINTMENT OF PROXY ABM RESOURCES NL ACN 009 127 020

GENERAL MEETING

I/We

being a member of ABM Resources NL entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR

Mark this box if you wish to appoint the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10 am (WST), on 8 September 2008 at BDO Kendalls Audit & Assurance (WA) Level 8, 256 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Prior Issue of Shares – Capital Raising Resolution 2 – Ratification of Prior Issue of Shares to L’Hayyim Pty Ltd Resolution 3 – Issue of Shares

OR

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 and 2 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 and 2 and that votes cast by the Chair of the General Meeting for Resolutions 1 and 2 other than as proxy holder will be disregarded 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 Resolutions 1 and 2 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 2.

If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this day of 2008

%

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

Individuals and joint holders

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ABM RESOURCES NL ACN 009 127 020

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.

3. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.

4. Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

5. 2 directors of the company;

6. a director and a company secretary of the company; or

7. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

2. To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

3. (a) post to ABM Resources NL, 141 Broadway, NEDLANDS, WA, AUSTRALIA, 6009; or (b) facsimile to the Company on facsimile number +61 8 9423 9733,

so that it is received not later than 10 am (WST) on 6 September 2008.

Proxy forms received later than this time will be invalid.

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