PRODIGY GOLD NL — Share Issue/Capital Change 2007

Jan 11, 2007

12 January 2007

The Announcements Office Australian Stock Exchange Limited Level 3, 20 Bridge Street SYDNEY NSW 2000

By ASX Online Transmission

Dear Sir

ABM RESOURCES NL EMPLOYEE SHARE PLAN

A key employees will be issued with a total of 800,000 ordinary shares, which are issued pursuant to the ESP and are subject to performance conditions, and employment continuity conditions as follows:

No of Shares	Performance ConditionPeriod End Date	Employment ContinuityConditionPeriod End Date
400,000	30/09/2009	30/09/2009
400.000	30/09/2010	30/09/2010

Where these conditions are not satisfied the Company has the right to buyback the shares for nominal consideration.

An Appendix 3B is attached in relation to the issue of the 800,000 shares.

Yours faithfully

Timothy King Chairman

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Ordinary shares

Number of +securities issued or to $\overline{2}$ 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)

800,000

N.A.

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	Yes
	If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,οf$\dim$thecaseä.trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5.	Issue price or consideration	$0.00 per share
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Employee Share Plan shares
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	12 January 2007
		Number	+Class
8	Numberandtclassοfall*securitiesquoted$\mathbf{ASX}$on(including the securities in clause2 if applicable)	470,594,730	Ordinary Sharesinclude(Thesesharesthatsubjectaretovoluntary escrow1,000,000 until 30/6/071,600,000 until 30/9/071,000,000 until 30/6/081,600,000 until 30/09/08400,000 until 30/06/09800,000 until 30/09/09400,000 until 30/09/10

+ See chapter 19 for defined terms.

ģ. Number and +class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class

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

Part 2 - Bonus issue or pro rata issue

• $11$ security Is holder approval No required? 12 Is the issue renounceable or non- $\lceil$ $N/A$ renounceable? Ratio in which the *securities will | Employee Share Plan 13 be offered 14 *Class of *securities to which the Ordinary offer relates $N/A$ 15 *Record date to determine | entitlements 16 Will holdings on different registers | $NA$ (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in $N/A$ relation to fractions 18 Names of countries in which the $N/A$ entity has "security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
• 19 Closing date for receipt of $\big|$ N/A acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to thebroker to the issue	N/A
24.	any handlingfeeofAmountpayable to brokers who lodgeacceptances or renunciationsonbehalf of *security holders	N/A
25	If the issue is contingenton*security holders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (if N/Aapplicable)
30	How do *security holders sell theirentitlements in full throughаbroker?	N/A
31	How do + security holders sell partof their entitlements through abroker and accept for the balance?	N/A

+ See chapter 19 for defined terms.

How do *security holders dispose $N/A$ 32 of their entitlements (except by sal through a broker)?

33 *Despatch date

$e \mid \text{N/A}$

$N/A$

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)
• Securities described in Part 1 $\left( a\right)$
• $(b)$

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

• 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

35

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
• Class of *securities for which 39 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)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.

+ See chapter 19 for defined terms.

• $\overline{3}$ 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.
• $\overline{4}$ 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: 12 January 2007 (Director/Company Secretary)

Print name: Timothy King

___ __ __ __ __ __

+ See chapter 19 for defined terms.