ABM RESOURCES NL AND CONTROLLED ENTITIES · ABM RESOURCES NL ABN 58 009 127 020 AND CONTROLLED...

ABM RESOURCES NL

AND CONTROLLED ENTITIES

ABN 58 009 127 020

ANNUAL REPORT

YEAR ENDED 30 JUNE 2009

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ABM RESOURCES NL ABN 58 009 127 020 AND CONTROLLED ENTITIES

CORPORATE DIRECTORY

Directors Mr Imants Kins – Executive Chairman Mr David Reynolds retired 31 August 08 Mr Andrew Simpson Mr Giuseppe Ariti appointed 31 July 08 retired 31 December 08 Mr Simon Rigby appointed 31 July 08

Secretary Ms Jutta Zimmermann

Notice of Annual General Meeting The annual general meeting of ABM Resources NL will be held at

BDO Kendalls Audit & Assurance (WA) Pty Ltd Level 8, 256 St Georges Terrace PERTH WA 6000

at 2 pm on 23 November 2009

A formal notice of meeting will be distributed through the mail and available on the Company’s website www.abmresources.com.au by 20 October 2009

Auditors BDO Kendalls Audit & Assurance (WA) Pty Ltd 128 Hay Street SUBIACO WA 6008

Bankers Commonwealth Bank of Australia Head Office 150 St Georges Terrace PERTH WA 6000

Share Registry Security Transfer Registrars Pty Limited 770 Canning Highway APPLECROSS WA 6153 Telephone: +61 8 9315 2333

Solicitors Steinepreis Paganin Level 4, Next Building 16 Milligan Street PERTH WA 6000

Stock Exchange Australian Securities Exchange Limited ASX Code: ABU

Registered Office Level 1, 141 Broadway NEDLANDS WA 6009

Principle Office Level 1, 141 Broadway NEDLANDS WA 6009 Telephone: +61 8 9423 9777 Fax: + 61 8 9423 9733 Website: www.abmresources.com.au Email: [email protected]

Postal Address Level 1, 141 Broadway NEDLANDS WA 6009

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CONTENTS PAGE NUMBERS

Executive Chairman’s report …………………….…………………………………………. 4

Executive Chairman’s report - review of operations ……………..…………………….... 5

Summary of mining tenements and areas of interest …………………………………... 18

Directors’ report ……………………………………………………………….……………… 19

Corporate governance statement ……………………………………….….…………….... 33

Auditor’s independence declaration ……………….………………………….….…….…. 41

Income statements ….……………..………………………..…………………..………........ 43

Balance sheets ………………………………………………………….………..…….……. 44

Statements of changes in equity …………………………………………….…...….…….. 45

Statements of cash flow …………………………………………………………………….. 47

Notes to the financial statements ………………………………….………………….…… 48

Directors’ declaration ...…………………………………………….……………………..…. 85

Independent audit report to the members …..……….………………….……………….... 86

Additional information for listed public companies ……………………………………… 88

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EXECUTIVE CHAIRMAN’S REPORT

4

Dear Shareholder

What a year for all of us. A year in which the global economy has experienced probably the worst downturn since the 1930’s. The mining and exploration sector was particularly hard hit during that period with commodity prices picking up again in the second half of the year, however for junior exploration companies the investor and share market generally has remained difficult.

Despite the difficult circumstances the Board has worked hard to review its business plan and investigate new sustainable strategies with which to face the future with confidence so that shareholder value can be increased over time.

The result of this work has been the very exciting integrated agreement reached with the private equity group Ochre Holdings Pty Ltd that incorporates both financial and world class technical support like reknown geologist Dr Nick Archibald. This agreement provides a new paradigm for exploration companies and represents a whole of company plan to build a new integrated platform covering management, Board, strategy and funding.

The Board has worked with Ochre Holdings Pty Ltd on the acquisition of the strategic holding of the highly prospective ground position in the Tanami region. This new project fits the future focus on gold and gold/copper projects in locations that offer potential for world class discoveries.

The agreement with Ochre Holdings Pty Ltd and Tanami Gold NL are subject to all necessary regulatory approvals including shareholder approval at the AGM on 23 November 2009.

Change is probably the most difficult human challenge there is and yet, if faced with positivity and imagination, potentially one of the most rewarding experiences human beings can encounter. The transformation of the company has been generated by the Board and management with such an attitude. Shareholders can therefore look forward to many more positive developments over the next 12 months.

During the year we have completed scout drilling at the Mimosa JV gold project in Mozambique and exploration at the Broads Dam JV gold prospect. Given the proposed agreement with Ochre Pty Ltd the existing portfolio is now in the process of being reviewed in terms of its rationalisation to fit the new strategy. Announcements in this regard can be expected in 2009/10. The key strategic objectives and milestones for the 2009/10 year include:

• Restructure and recapitalise with private equity partner Ochre Holdings Pty Ltd

• Board and Management changes

• Complete the first stage gold exploration at the Broads Dam Joint Venture

• Complete the acquisition of the Tanami assets and begin exploration in the Tanami region.

It has been a rare honour to have been working with a Board and small management team that has been selfless in its objective to build shareholder value. I would like to sincerely thank the Board and management for their excellent and tireless work in re building the company. I wish to also express my appreciation to Ochre Holdings Pty Ltd, all of our new investors and the existing shareholders for their continued support. It has been my pleasure to work with and for all these fine people.

IMANTS KINS Executive Chairman

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EXECUTIVE CHAIRMAN’S REPORT – REVIEW OF OPERATIONS

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Strategic Objectives

During the year, the Board reviewed its strategic plan and risk management plan, both of which are subject to continuous assessment. Current key strategic objectives and milestones for the 2009/10 year include:

• Restructure and recapitalise with private equity partner Ochre Holdings Pty Ltd.

• Complete acquisition of highly prospective Northern Territory Tenements of Tanami Gold NL and begin exploration.

• Board and Management changes.

• Continue gold exploration at the Broads Dam Joint Venture.

• Rationalise the existing exploration portfolio especially the African prospects.

ABM Resources has been a diversified minerals exploration company with a portfolio focused on gold and base metals (zinc and copper) and its key projects located in Western Australia and Mozambique. The key projects, which are all JV’s, are located at Broads Dam (gold prospect) near Kalgoorlie in Western Australia and Erayinia, 150kms SSE of Kalgoorlie, which is a base metals project and is currently being re-assessed for its gold prospectivity.

The current focus is on the gold project at Broads Dam and the regional-scale Volcanic Massive Sulphide (VMS) base metals project at Erayinia located in Western Australia. As noted above, Erayinia, which was briefly explored for gold in the 1990’s, is being re-assessed for its gold prospectivity. ABM Resources also holds interests in another two Western Australian base metals projects, the Gascoyne Joint Venture where Altera Resources Limited has to spend $1Million to acquire 65%, and a 100% held tenement application at Harbutt Range in Western Australia.

The Company’s key specific achievements in 2008/2009 have been:

• Developed a sustainable business model to take the company forward.

• Signed Subscription Agreement with Ochre Holdings Pty Ltd.

• Commencement of gold exploration at the Broads Dam Joint Venture with Australian Gold Investments, located 40km NW of Kalgoorlie on the Zuleika Shear Zone.

• Commencement of the first modern gold exploration at Mimosa.

• Continued exploration at the King exploration target at Erayinia and the assessment of other possible targets within the Erayinia project.

• Share placements raising gross funds of $ 1,654,402.

• Substantial cost cutting and staff reduction.

Project Portfolio

PROJECT COMMODITY SOUGHT LOCATION Mimosa Gold Mozambique Broads Dam Gold WA Erayinia Zinc / Lead / Copper /

Gold / Uranium WA

Myunga Copper / Gold Zambia Kandole Hill Copper / Gold Zambia Gascoyne Zinc / Lead / Copper WA Harbutt Range Copper WA

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EXECUTIVE CHAIRMAN’S REPORT – REVIEW OF OPERATIONS

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EXECUTIVE CHAIRMAN’S REVIEW OF OPERATIONS

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AUSTRALIA

Erayinia Joint Venture (70%) (Gold, Uranium and Base Metals)

Highlights

• Total of 1,230m of RC and 1,130m of diamond drilling completed at King.

• Northern Lens high grade zone now extends over a vertical extent of 250 metres and strike extent of at least 60 metres within an overall zinc mineralised zone striking 650 metres.

• Completion of data compilation.

• Assessment of the project for uranium and gold prospectivity.

Project Background

ABM’s Erayinia Project is a Volcanogenic Massive Sulphide (VMS) style zinc discovery located in an under-explored Archaean greenstone belt 150km SE of Kalgoorlie. Erayinia is a 70:30 Joint Venture with Hawthorn Resources Limited. Extensive RC and diamond drilling, aeromagnetic and DHTEM surveys undertaken by ABM since 2005 have confirmed the presence of a VMS zone at the King Prospect. King is only one of a total of 25 drill targets within the project area which have been identified to date based on geophysical and geochemical anomalism.

Exploration to date has concentrated on the King Prospect where a predominantly zinc rich zone of massive sulphides, extending over a strike length of 650 metres and down-dip extent of 350 metres has been defined. This zone contains the high grade Northern Lens which varies in down-hole thickness of between four and eight metres with the best intersections to date including 4 metres @ 11.5% zinc (ED132), 5 metres @10.6% Zinc (ED116) and 3 metres @ 7.56% Zinc (ED144)

Completed 2008/2009 Exploration Activities

Drilling Programs

ABM’s exploration programs at King during the year comprised of 1,230 metres of RC and 1,130 metres of diamond drilling.

The RC program comprised eight holes to a maximum depth of 250 metres. Five of these holes were pre-collars for diamond tails and one hole tested the southern strike extension of the zinc mineralisation at King. In addition, two water bores were drilled to aid future diamond drilling programs.

A four hole 1,130m diamond drilling program designed to follow up the previously reported high grade zinc intersections at King was completed. The program aimed to test the outline of the high grade Northern Lens (see King Prospect Long Section).

Of these new holes, two diamond tails and one surface drill hole (ED145, ED147 and ED153 respectively) tested the northern limit of the zinc mineralisation in the Northern Lens while one drill hole (ED149) tested the down-dip projection of the intersection in previous drill hole ECD87 of 7 metres @ 3.48% zinc, located in the Southern Lens. The Southern Lens had previously been tested at depth with only four drill holes at the same vertical depth as ED116.

Dispersed massive and disseminated mineralisation was intersected in three diamond drill holes ED145, ED147 and ED149 with the best intersection being in ED147 of 1 metre @ 8.42% zinc.

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King Prospect Long Section

King Prospect – Down Hole Transient Electro Magnetic (DHTEM) Survey

A DHTEM survey was completed at King in drill holes ECD132 and ECD144. The objective of this survey was to test for conductors below ECD132 and ED144 which returned results of 4 metres @ 11.5% zinc and 3 metres @ 7.56% zinc respectively.

The results of the DHTEM survey in ECD132 showed a sharp anomaly from a conductive intersection at 120 metres, and a more complex anomaly at 320-330 metres. This anomaly indicates conductive material in the hole as well as some distance away.

A number of DHTEM conductors still remain to be tested.

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Uranium Potential

In view of the new State Governments policies on uranium mining, a detailed review of the closely spaced radiometric data at Erayinia was undertaken. This review has highlighted a number of areas with uranium anomalism associated with lake drainage areas within the Erayinia project.

Gold Potential

With the significant increase in gold price during the current financial downturn, the company considered it prudent to review the gold potential of the Erayinia Project. The project area was the focus of gold exploration during the late 1980s and early 1990s with anomalous gold intercepts of up to 4m @ 2g/t being returned from quartz veins in greenstones by RAB drilling programs.

An interpretation of high resolution aeromagnetic data flown by the Company has shown that the northern part of the Erayinia Project hosts a number of NNW trending structures and BIF zones that may be prospective for gold mineralisation. In addition, a folded subcropping banded iron formation can be traced in outcrop and magnetometrically for more than 5km in the central zone of the project area. This unit has not, hitherto, been sampled but is being interpreted as a silicified and ferruginized shear zone within a basalt sequence (see Erayinia Aeromagnetic Image). This zone is interspersed with skeletal soils which would be ideal for conventional geochemistry. Initially, the BIF area is planned to be mapped and rock-chip sampled for gold.

Erayinia – Aeromagnetic Image and Base Metal Targets

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Data Compilation

In addition to reviewing the uranium and gold potential of the project, a significant programme of data compilation was completed during the year.

Planned Exploration Activities 2009/2010

The project is currently on care and maintenance while the options for future exploration and other possibilities are considered. Depending on consideration of various strategic options and funds available to the Company, the Company reviews the potential of soil geochemistry as a cost effective way to test the base metals potential of some of the outstanding magnetic “thumb-print” anomalies within the project area that have strong similarities with King. Drilling to date of such anomalies including E3, E14 and E17 revealed that transported overburden in thicknesses up to 150m may be expected and thus partial leach techniques may have to be investigated. However, there are some localities where no geochemical exploration has yet occurred and where vegetation and soil types suggest the overburden could be less than 30m. There are also locations at Calypso around geophysical anomaly E25 with minimal over burden and geochemical anomalies.

Broads Dam Joint Venture (Gold)

Highlights

• Prospecting Licences granted in October.

• Aboriginal Heritage Survey Agreement completed.

• Auger soil geochemistry drilling program completed highlighting a number of gold anomalies.

• Drilling planned to commence in the third quarter of 2009 targeting high grade gold mineralisation.

Project Background

Through a farm-in Heads of Agreement with Australian Gold Investments (AGI), ABM is earning an interest in three Prospecting Licences (PL’s 16/2386 - 16/2388) located at Broads Dam, 35 km north-west of Kalgoorlie in Western Australia.

The Broads Dam Gold Project encompasses a 1.7km portion of the highly mineralised Zuleika Shear Zone, which is host to a number of nearby operating underground gold mines, including Barrick’s Kundana operations and La Mancha’s Frogs Leg mine. Furthermore, the previously mined Broads Dam pit (approximately 90,000oz @ 3.9g/t) and Blue Funnel pit lie immediately along strike to the north of the Project.

The Project area has been previously explored by a number of companies, however much of the drilling is considered to be ineffective given the hindsight knowledge of a 25m vertical depth geochemical depletion zone at the Broads Dam pit and a 50m vertical depth geochemical depletion zone at the other drilled prospects. The main focus of the previous work was the Hepburn prospect, which is near the centre of P16/2387 and the “FIE” prospect located in the northern part of P16/2387 (see Broads Dam Tenure, Gold Anomalism & Prospects Plan). Limited mostly shallow historic drilling at both of these prospects has returned some interesting gold intersections including 3m @ 5.6 g/t gold from 48m and 4m @ 2.02 g/t gold from 27m at Hepburn and 4m @ 2.19 g/t gold at FIE.

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The style and grade of the mineralisation defined to date on the relatively broad drill spacings (100m) is consistent with the early stage exploration results from a number of significant deposits along the Zuleika Shear. Based on this comparison an infill RC drilling program has been planned and is expected to be completed by the end of the third quarter 2009.

Outside of the obvious prospectivity of the Zuleika Shear, a high resolution airborne geophysical survey has defined a significant “magnetic anomaly” covering a large part of P16/2386 and 2387 (see Broads Dam Tenure, Gold Anomalism & Prospects Plan). The mapped geology and limited drilling over this anomaly has only identified felsic volcanics with no indication of the source of the magnetic feature. One possible interpretation is that the anomaly may derive from an intrusive related hydrothermal alteration system and as such warrants further exploration.

Broads Dam Tenure, Gold Anomalism & Prospects Plan


Work completed to date on the project has included an Aboriginal Heritage Survey, geophysical modelling (depth to magnetic basement) and a program of auger soil geochemical drilling on a 200m x 100m pattern over the targeted magnetic anomaly in the western part of the project tenements. This auger program comprised of 129 drill holes/samples targeting the pedogenic carbonate layer in the soil profile. The samples were submitted for multi-element analysis (gold, arsenic, molybdenum, mercury, vanadium, tellurium and antimony) to determine if a geochemical signature consistent with that expected from an intrusive related gold mineralising system could be defined.

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Results from the auger drilling program were released on 2 July 2009. The multi-element assay results have defined three discrete gold anomalies (see Broads Dam – Magnetic Anomalies Plan) which, while only peaking at 37ppb Au, are coherent and are 2 to 3 times “background”. While the assay results for the other metals failed to provide clear supporting evidence for the targeted intrusive related model, the gold anomalies do coincide with the targeted magnetic anomaly supporting further testing of this target. A number of samples with elevated gold values were also returned from the eastern end of the survey area, however these overlap with a known historic gold soil anomaly associated with the Zuleika Shear and which is already planned to be further drill tested by ABM.

Broads Dam Gold Project - Magnetic Anomalies Plan Auger Geochemistry Drill Hole Locations and Gold Results

(green dots are depth to magnetic basement geophysical modeling locations)


The RC drilling program at Hepburn, FIE and the magnetic anomaly targets are expected to be completed in the September quarter 2009. Depending on the results of this program a follow-up drilling program will be designed.

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Gascoyne Joint Venture

Gascoyne Joint Venture (JV) – Base Metals

The Gascoyne Joint Venture is located approximately 250km to the east of Carnarvon in the Gascoyne region in Western Australia covering an area of approximately 284km2. It is a joint venture between ABM Resources NL and Altera Resources Limited, whereby Altera is earning a 65% interest in the project.

The project covers an area of mid-Proterozoic aged, metamorphosed sediments and volcanic rocks which have been subjected to several phases of tectonic deformation and intruded by granitoids.

Altera is targeting the discovery of a SEDEX style massive sulphide base metal deposit and has completed exploration activities since January 2008 including the interpretation of aeromagnetic and air photo data, auger drilling geochemistry, RC drilling and ground geophysical surveys. Altera has not yet spent the $1Milion to earn its interest in the project

Other Australian Projects

The Earaheedy Exploration Licence and the Norseman tenements were surrendered during the year as these projects are no longer in line with the company’s objectives.

The Binneringie, and Dalgaranga tenements are still to be transferred to the purchasers of the tenements. This process has taken much longer than anticipated, however is expected to be resolved by the end of the year. The Mt Deans tenements were successfully transferred.

The Harbutt Range project, where the tenement has yet to be granted, is located near the Canning Stock Route about 360km east of Newman and at the south east end of the highly mineral endowed Paterson Orogen. The project is considered prospective for copper, gold and possibly uranium with some historic exploration reporting anomalous copper in rock chip sampling.

Rehabilitation

Rehabilitation obligations stemming from the operations of ABM’s predecessor, Australasian Gold Mines, going back many years were undertaken. These were completed at Broads Dam, Broad Arrow and the old Red White and Blue (RWB) mine site near Norseman.

An inspection of the rehabilitation works at the RWB site near Norseman has been undertaken by the Environment Division of the Department of Mines and Petroleum and as a result a bond reduction totalling $367,000 has been granted. Satisfactory inspections have also been undertaken at Broads Dam and Broad Arrow and a 100% bond release of $177,000 was granted and was received during the September 2009 quarter. For RWB the release of the remaining $35,000 bond is subject to an inspection to establish that re-growth has been successful which is expected to take place in the last quarter of the 2010 financial year, and, providing the rehabilitation was successful, the remaining bond will be released.

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AFRICA

Mimosa Joint Venture, Mozambique (73.33%) (Gold)

Highlights

• ABM’s activities represent the first “modern” exploration at Mimosa which has been subjected to 20 years of artisanal workings.

• First scout drilling program totalling 895m of RC and 794m of diamond drilling completed with encouraging assay results being returned including 4m @ 18.95 g/t Au (MCD003), and 5m @10.39 g/t Au (MC005).

• Drilling defined a 150m long high grade gold zone within a 750m long east-northeast to west-southwest trending gold anomalous corridor.

Project Background

The Mimosa Gold Project comprises two exploration licences totalling 960 hectares. ABM currently holds a 76.33% interest in the project and has the right to increase its interest to 86.33% after spending US$3 Million on exploration.

Mimosa lies in the east-west trending Manica-Mutare-Odzi Greenstone Belt which extends into Zimbabwe and has historically produced an estimated 2.5 million ounces of gold, mostly from the Zimbabwean side of the border. Although local artisans have been mining gold by hand from shallow sheeted quartz veins and stockworks on part of the tenements for approximately twenty years, very little modern exploration has been carried out in the Mozambiquen section of the greenstone belt until recently. However, there are now several international companies actively working in the area including Pan African Resources, which has announced a 1.7 million ounce gold resource at its Fair Bride Prospect, 13 km SE of Mimosa.

ABM are targeting sheeted veins and reef systems associated brittle granitic rocks intruding the host greenstones. This lithostructural setting provides a favourable site for hydrothermal alteration and quartz (-sulphide) -gold veining.

Grid based soil sampling, rock chip sampling and exploration trenching & mapping was undertaken during the previous reporting period along with the commencement of a RC and diamond drilling program which was subsequently completed during the current reporting period.


Drilling Programs

Twelve RC holes for 895 metres and eight diamond holes for 794m have now been completed at Mimosa. These holes were drilled on sections 80 to 160 metres apart and were aimed at testing areas where rockchip sampling completed by ABM returned assays of up to 30.1g/t gold.

The completed drilling programs have successfully outlined an east-northeast – west-southwest trending gold anomalous trend over a strike length of 750 metres using a threshold of 0.1g/t gold. Within this trend a possible high grade zone has been outlined over a strike length of 150m and includes drill intersections of 4m @ 18.95 g/t gold from 80m in hole MCD013, and 5m @ 10.39 g/t

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gold from 56m in hole MC005. This high grade zone remains open at depth and in both directions along strike (see Mimosa Project – Drilling Results Plan).

Mimosa Project – Drilling Results Plan

Planned Activities 2009/2010

The project is currently on care and maintenance while all exploration data is reviewed. As part of the new company strategy (refer to the corporate section) ABM has agreed to rationalise its African portfolio and has marketed the project aggressively to many companies. To date there have been no offers other than an Option Agreement that was announced on 11 February 2009 which subsequently expired after the party failed to pay the Option Fee. The Board will consider its options, in the context of the new business model, should no suitable JV partner or buyer be found.

Kandole Hill and Myunga Joint Venture, Zambia - Copper / Cobalt

Project Background

During April 2008, ABM Resources secured a Joint Venture interest in two small scale mining licenses located at Kandole Hill and Myunga in the Zambian Copperbelt. The ABM-AYR Infrastructure Pty Ltd Partnership (“AAP”) has entered into a partnership with Lyapana Mine Ltd (“Lyapana”) to explore and develop the Kandole Hill and Myunga projects. The shareholdings are AAP – 85% and Lyapana – 15%. An AAP partnership agreement has been completed that provides ABM with a 70% interest in the Kandole Hill and Myunga Project.

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The prospective project is located around 250km to the north of Zambia’s capital Lusaka. The conceptual model is an Iron Oxide Copper Gold (IOCG) style of mineralisation. Rockchip samples taken at Kandole Hill indicate anomalous copper and associated cobalt.

The project consists of two licences totalling 800 hectares and lies within the Lufilian Arc, a broad arcuate structure, conventionally described as about 150km wide and 500km long. The structure is probably better considered as a “mobile belt” similar to the Paterson Orogen or Halls Creek Mobile Belt in Australia and extends through Angola and Namibia.


No field work was undertaken during the reporting period.


No field work is scheduled for Zambia as the company is currently focusing on marketing the project to a potential buyers or joint venture partners.

CORPORATE DEVELOPMENTS

Directors

Simon Rigby and Joe Ariti were appointed non-executive directors effective 31 July 2008.

Dave Reynolds retired from his position as non-executive director effective 31 August 2008 and Joe Ariti resigned as non-executive director from the board of ABM effective 31 December 2008. The Board of Directors would like to thank Dave and Joe for their highly valued contributions to the company and wish them well in their future activities.

Share Placements

An offer to shareholders to participate in a Share Purchase Plan was completed raising gross proceeds of $157,000 with all eligible directors participating in the placement.

A placement with Blackwood Capital Limited raising gross proceeds of $1,012,040 through a share placement of 84,336,699 shares at 1.2 cents per share with 1 for 5 free attaching unlisted options with an expiry period of 2 years and an exercise price of $0.02 was completed. A total of 16,867,340 unlisted options were issued to institutional and sophisticated investor clients of Blackwood Capital Limited and 30 Million unlisted options were issued to Blackwood Capital Limited.

A further placement with Blackwood Capital Limited raised gross funds of $485,362.06 for the issue of 48,536,206 shares at $0.01 per share.

General

In light of the continued severe market downturn ABM has introduced radical cost saving measures, with reduced staff levels and significant pay cuts ranging from 50-66% for the few remaining senior management. ABM will continue to review its exploration portfolio and the corporate opportunities available in the current market with the objective of developing strategies to ensure further growth of the company.

Significant Agreements

The company has signed a binding Subscription Agreement with Ochre Holdings Pty Ltd. This agreement is a major milestone in the future development of the company. Ochre is a private

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equity project finance and advisory group, of which Dr Nick Archibald is a director, and pursues natural resource and infrastructure-financing opportunities globally with particular focus on highly prospective exploration and mineral endowed regions of Australia and the Americas.

Dr Archibald, a geologist, is best known for his work within the Australian and North American exploration industries. Dr Archibald and his team at Fractal Graphics won the Goldcorp Challenge in 2001, a global internet-based competition aimed at identifying a further 6M Oz of gold at Goldcorp’s Red Lake Mine in NW Ontario, Canada. The success with Goldcorp, now a CN$23billion major global gold company, gave the team at Fractal Graphics instant credibility in North America and led to the formation of Geoinformatics Exploration Inc. (“Geoinformatics”), an exploration company that forged strategic alliances with mining majors across the globe, including Kennecott Exploration, a subsidiary of Rio Tinto, Anglo American, Gold Fields and Goldcorp. From 2002 until 2008, Geoinformatics applied their technology advantage, making numerous discoveries over North America from Alaska to Mexico.

The Board believes the agreement with Ochre and the future appointment of Dr Archibald to the ABM Board adds significantly to the potential value of the company. Dr Archibald’s appointment will bring to ABM highly successful intellectual property in exploration, corporate experience and a high-level global network within the mining and financing sector. It is also intended that Ochre will identify and acquire a suite of new projects that, upon successful acquisition, will create a natural resources company of global significance. The first project acquisition of the highly prospective Northern Territory tenements of Tanami Gold NL will be put to shareholders at the coming AGM. In the light of this refocus, the Company has reviewed its portfolio with particular focus on reducing its African exploration assets.

The matters of the remuneration and incentive package for Ochre will also be put to shareholders at the Annual General Meeting. For the details of the agreement please refer to the ASX announcement made on 10 June 2009.

Outlook 2009/2010

The focus of ABM going forward will be as a dedicated world class exploration company seeking mainly gold and gold/copper assets that have the prospectivity for major discoveries.

Subject to shareholder approval and other necessary conditions being met on the acquisition of Tanami Gold NL’s Tanami exploration assets ABM will be focused on exploration on this highly prospective ground. This exciting and strategic acquisition was made possible by Ochre Holdings Pty Ltd through the partnership agreement signed with Ochre Holdings Pty Ltd. As already mentioned both the Ochre and Tanami Gold NL transactions are subject to shareholder approval at the AGM on 23 November 2009.

Very significant Board and management changes, already announced, will also come into effect following and subject to the above transactions being approved by shareholders. The new Board will comprise of the new Non Executive Chairman Mike Etheridge, a very experienced geologist and corporate director (Director of Lihir), Darren Holden as Managing Director, another experienced geologist, Dr Nick Archibald reknown exploration and mining geologist, a nominee from Tanami Gold NL and Imants Kins (current Executive Chairman of ABM). The Board believes this strategy has the potential to add significant shareholder value in a market that has become generally difficult for junior exploration companies.

Subject to funding and review by the new Board, ABM is planning commencement of exploration in the Tanami region (subject to shareholder approval), a drilling program at the Broads Dam Gold Project, some exploration at Erayinia, and the rationalisation of its portfolio.

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SUMMARY OF MINING TENEMENTS AND AREAS OF INTEREST

As at 30 June 2009

18

Areas of Interest Tenements

Economic Entity’s Interest Joint Venture Partners

WESTERN AUSTRALIA

Dalgaranga *M59/106 100

*M59/553 100

*P59/1772 100 Formerly M59/554

*P59/1773 100 Reversion of Part of M59/553

*P59/1774 100 Formerly M59/554

*P59/1775 100 Formerly M59/554

*P59/1776 100 Formerly M59/554

*P59/1777 100 Formerly M59/554

Norseman L63/46 100

Binneringie **M15/217 100 **M15/468 100 Gascoyne M09/62 100 Altera Capital Ltd earning 65% E09/1074 100 Altera Capital Ltd earning 65% E09/1266 100 Altera Capital Ltd earning 65%

Erayinia E28/1228 70 Hawthorn Resources Ltd 30% E28/1611 70 Hawthorn Resources Ltd 30% E28/1612 70 Hawthorn Resources Ltd 30%

Harbutt Range E45/2923 100 Broads Dam P16/2386 0 Farm-in HOA with Broads Dam Gold

Holdings Pty Ltd, ABM earning up to 40%

P16/2387 0 Farm-in HOA with Broads Dam Gold Holdings Pty Ltd, ABM earning up to 40%

P16/2388 0 Farm-in HOA with Broads Dam Gold Holdings Pty Ltd, ABM earning up to 40%

Mozambique 1435L 67.33 JV with AYR Resources Africa and local partners, ABM earning up to 86.33%

2295L 67.33 JV with AYR Resources Africa and local partners, ABM earning up to 86.33%

Zambia SML310 0 JV with AYR Infrastructure and

Lyapana Mine Ltd, ABM earning 70% SML311 0 JV with AYR Infrastructure and

Lyapana Mine Ltd, ABM earning 70%

* In process of sale to Diversity Resources Pty Ltd

** In process of transfer to ABEH Pty Ltd

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Your Directors present their report on the Company and its controlled entities for the financial year ended 30 June 2009.

Directors

The following persons were Directors of ABM Resources NL at any time during the year and up to the date of this report:

Mr Imants Kins

Mr David Reynolds retired 31 August 2008

Mr Andrew Simpson

Mr Giuseppe Ariti appointed 31 July 2008

retired 31 December 2008

Mr Simon Rigby appointed 31 July 2008

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Principal Activities

The principal activities of the Economic Entity during the financial year were:

• Exploration at Erayinia base metals prospect;

• Commencement of exploration at the Broads Dam gold Joint Venture with Australian Gold Investments, located 40km NW of Kalgoorlie on the Zuleika Shear Zone;

• Exploration at the Mimosa gold prospect in Mozambique;

• Capital raising of $1.65 Million;

• Completion of rehabilitation at Broads Dam, Broad Arrow and Norseman;

• Restructuring and recapitalisation initiative;

• Signed Subscription Agreement with Ochre Holdings Pty Ltd;

• Substantial cost cutting and staff reduction.

Operating Results

The consolidated loss of the Economic Entity after providing for income tax and eliminating minority equity interests amounted to $4,009,292. (2008: Loss of $4,494,539).

Dividends

There were no dividends paid or declared during the year.

Financial Position

The net assets of the Economic Entity have decreased by $1,818,638 from 30 June 2008 to $5,435,441 in 2009. The decrease has largely resulted trough the write down of all African capitalised exploration, evaluation and development expenditure.

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The Group’s working capital, being current assets less current liabilities, has decreased from $1,438,730 in 2008 to $198,615 in 2009, which was mainly attributable to the use of cash for exploration activities and working capital purposes.

During the past year the Group sold surplus plant and equipment and strategic alliances were formed to establish the platform for the transformation of the company.

Significant Changes in the State of Affairs

The following significant changes in the state of affairs of the Parent Entity occurred during the financial year:

During the year various announcements were made regarding exploration results at Erayinia, Mimosa and Gascoyne through the Joint Venture partner Altera Resources Limited and various announcements were made regarding capital raisings amounting to total gross proceeds of $1,654,402;

On 10 July 2008 Jemaya Pty Ltd becomes a substantial shareholder;

On 10 July 2008 ABM advised the appointment of Simon Rigby and Joe Ariti as non-executive directors effective from 31 July 2009 and the retirement of Dave Reynolds effective 31 August 2009;

On 15 October 2008 ABM announced the granting of the Broads Dam tenements;

On 24 December 2008 ABM advised the resignation of Joe Ariti from his position as non-executive director;

On 30 March 2009 Oceanic Asset Management Pty Ltd advised cessation as a substantial shareholder;

On 10 June 2009 ABM announced the signing of a subscription agreement with Ochre Holdings Pty Ltd, following previous announcements on signing an MOU and completion of Ochre’s due diligence.

After Balance Date Events

On 17 July 2009 ABM enters into a loan agreement with Ochre Holdings Pty Ltd;

On 12 August 2009 ABM announced the formation of a strategic alliance with Tanami Gold NL, which involves the acquisition of all the Northern Territory tenements of Tanami Gold NL in the Tanami Provinces, subject to shareholder approval and other conditions being met;

On 17 August 2009 Mike Etheridge is appointed Non-Executive Chairman of the company effective from the date of the AGM and subject to shareholder approval;

On 27 August 2009 Darren Holden is appointed Managing Director of the company effective from the date of the AGM and subject to shareholder approval;

On 27 August 2009 ABM announces a capital raising of up to $6 Million where an amount of up to $4.5 Million is subject to shareholder approval;

On 17 September 2009 ABM announces the completion of Tranche 1 of the capital raising, raising gross funds of $1.5 Million and the conversion of unlisted options into fully paid ordinary shares raising $5,000.

Likely Developments

Key activities for the group during the next financial year may include:

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• Strong focus on capital raising;

• Subject to funding, the following objectives are set:

o Restructuring of the company in accordance with ABM Ochre Subscription Agreement;

o Establishment of a new Board and Management team;

o Initial exploration focused in the Tanami Provinces;

o Continuation of drill testing of targets at the Broads Dam gold tenements;

o Rationalisation of the existing portfolio with possible divestment or sale of assets.

Further information on likely developments and expected results of the Economic Entity have not been included in this annual financial report because the directors believe it would be likely to result in unreasonable prejudice to the Economic Entity.

Environmental Issues

The Economic Entity’s operations are subject to significant environmental regulation under the law of the Commonwealth and State. The Economic Entity monitors its compliance with environmental regulations on an ongoing basis. The directors are not aware of any significant breaches during the period covered by this report.

The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. For the first measurement period 1 July 2008 to 30 June 2009 the directors have assessed that there are no current reporting requirements, but may be required to do so in the future.

Information on Directors

The relevant qualifications and experience of the Economic Entity’s directors are set out in the following table:

Name Position Qualifications and Experience

Mr I Kins

Executive Chairman

Mr Kins is currently Executive Chairman of ABM Resources NL. Mr Kins is an Economist with over 25 years experience specialising in the resource sector. He has a Bachelor of Economics from the University of WA and a Master of Arts (Futures studies) degree from the Curtin University of Technology. Mr Kins has worked in the State Government (including industrial and resource development) and then mainly the private sector with an emphasis on the resource sector. Since 1987 he has mainly worked in the private sector as a consultant to the resource sector undertaking projects with exploration and mining companies, investors and brokers. In this regard he has undertaken consulting work with Australasian Gold Mines, Tantalum Australia NL and Gindalbie Resources. He was appointed the Managing Director of the Company in October 2005 and appointed Executive Chairman on 17 April 2007.

Directorships in other listed entities – none.

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Name Position Qualifications and Experience

Mr A Simpson

Non-Executive Director

Mr Simpson is a senior marketing executive with extensive global marketing experience in the resource and mining industry, including more than 30 years of international marketing and distribution of minerals and metals. He is currently the managing director of Resource & Technology Marketing Services Pty Ltd, a company providing specialist marketing and business assessment advisory services to the mineral resources and technology industries, both in Australia and internationally. He is also Non-Executive Chairman of Territory Resources Ltd, Swick Mining Services and India Resources. He is also a Non-Executive Director of Vital Metals Limited and Matilda Minerals Ltd. He is a Member of the Australian Institute of Company Directors.

Directorship in other listed entities – Swick Mining Services Limited (since 24/10/06), Vital Metals Limited (since 22/04/05), India Resources Limited (since 21/08/06), Territory Resources Limited (since September 2007) and Matilda Minerals (since September 2007).

Mr S Rigby

Non-Executive Director

Mr Rigby has twenty one years experience in mineral exploration and business development predominantly with major mining companies including Newmont Australia, Newcrest Mining, Homestake Gold of Australia and most recently Barrick Gold Corporation where, until July 2007, he held the position of Exploration Manager – Australia and PNG. He is currently Principal of Beaumont Geological Consulting which he founded in 2007. Mr Rigby has broad geological experience with a strong knowledge of gold and gold-copper mineralised systems and has been involved in the discovery and resource definition of such systems. In addition to working throughout Australia, Mr Rigby has sound offshore exploration experience including working in the Solomon Islands, Papua New Guinea and Greece. He is a geologist with a Bachelor of Applied Science – Applied Geology from the Queensland Institute of Technology and a Bachelor of Science – Geology Honours (first class) from the James Cook University of North Queensland and is a member of the Australian Institute of Geologists. He was appointed non-executive director of the Company on 31 July 2008.

Directorships in other listed entities – none.

Company Secretary

The following person held the position of Company Secretary at the end of the financial year:

Ms Jutta Zimmermann is an accountant (Australian AQF diploma level) with over twenty years of experience (Germany and Australia) in accounting, taxation and, in recent years, management. She has a diploma in information technology (Australian bachelor degree level) from the Furtwangen Polytechnic and holds the position of Chief Financial Officer with the Company. Ms

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Zimmermann was appointed Company Secretary on 17 April 2007 and holds a Certificate in Governance Practice and Administration.

The Board considers that the Economic Entity is not yet of a size to warrant creating a separate audit committee.

Directors’ Interests

As at the date of this report, the direct and indirect interests of the Directors in the Economic Entity were:

Fully Paid Ordinary Shares

Imants Kins 18,846,398

David Reynolds 800,000

Andrew Simpson 1,203,398

Giuseppe Ariti -

Simon Rigby 800,000

Meetings of Directors

During the financial year, twelve meetings of directors were held. Attendances by each director during the year were as follows:

Number Eligible to Attend Board Meetings Attended

Mr I Kins 12 12

Mr D Reynolds 2 2

Mr A Simpson 12 12

Mr S Rigby 11 10

Mr J Ariti 7 7

Due to the current size and composition of the economic entities board, the full board deals with all board related matters rather than delegating responsibilities to board committees.

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REMUNERATION REPORT (AUDITED)

This report details the nature and amount of remuneration for each director of ABM Resources NL, and for the executives receiving the highest remuneration.

The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.

Remuneration Policy

The remuneration policy of ABM Resources NL has been designed to align Director and executive objectives with shareholder and business objectives by providing a fixed remuneration component, offering specific long-term incentives, and where appropriate, short term bonuses, based on key performance areas affecting the Economic Entity’s strategic objectives and financial results. The Board of ABM Resources NL believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and Directors to run and manage the Economic Entity, as well as create goal congruence between Directors, executives and shareholders.

The Board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Economic Entity is as follows:

• The remuneration policy, setting the terms and conditions for the executive Directors and other senior executives, was developed by the Board.

• All executives receive a base salary (which is based on factors such as qualifications, length of service and experience), superannuation, fringe benefits, and performance bonuses / incentives.

• The Board reviews executive packages annually by reference to the Economic Entity’s performance, and the executive’s performance.

The performance of executives is measured against criteria agreed with each executive, including where appropriate, the growth in shareholder value. All cash bonuses and equity incentives must be linked to predetermined performance and/or continuity criteria. No cash bonuses were issued during the year. The Board may exercise its discretion in relation to approving bonuses and incentives, including equity participation. The policy is designed to attract the highest calibre of executives and reward them for performance. Executives are also entitled to participate in employee share arrangements.

The executive Directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.

All remuneration paid to Directors and executives is valued at the cost to the Company and expensed. Shares given to Directors and executives are valued as the difference between the market price of those shares and the amount paid by the Director or executive.

The Board policy is to remunerate non-executive Directors at market rates for time, commitment and responsibilities. The Board determines payments to the non-executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive Directors are subject to approval by shareholders at the Annual General Meeting. Fees for non-executive Directors are not linked to the performance of the Economic Entity. However, to align Directors’ interests with shareholder interests, the Directors are

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encouraged to hold shares in the Economic Entity and, in appropriate circumstances where shareholder approval is obtained, incentive shares are granted.

The Board has considered the advice of an independent remuneration consultant to ensure non-executive Directors’ fees, executive Directors’ fees and executives salaries and payments are appropriate and in line with the market. The independent remuneration consultant has based his recommendations on comparative roles and comparative companies in the external market.

Performance Based Remuneration

As part of each executive Director and key executive’s remuneration package there may be a performance-based component, consisting of cash bonuses and/or incentives, including equity participation, linked to the achievement of key performance indicators (KPIs). The intention of this program is to facilitate goal congruence between directors / executives with that of the business and shareholders. The KPIs are set at the beginning of the employment and are reviewed annually and adjusted where appropriate. The measures are specifically tailored, to the areas each Director / executive is involved in and has a level of control over. The KPIs target areas, the Board believes, hold greater potential for group expansion and profit, covering financial and non-financial as well as short- and long-term goals. Such incentives maybe offered where executive Directors and executives do not otherwise have a substantial shareholding in the Economic Entity.

Performance in relation to the KPIs is assessed annually, with bonuses and incentives being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the Board in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Economic Entity’s goals and shareholder wealth, before the KPIs are set for the following year. No cash bonuses were granted during the year and no additional shares, apart from releasing previously granted shares from escrow, were issued to executive directors and executives.

For non-executive directors the KPI’s are related to their performance on the board in regards to their specific field of expertise however the main focus is on continuity of employment and the number of shares issued to non-executive directors is minimal.

Executive directors’ incentives are based on continuity of employment and performance criteria such as determining whether value has been or will be added for shareholders of the Company, including share price movement, project acquisitions, project development, capital raising to fund operations, broker support, retention of key staff and corporate governance. The weighting of each KPI is dependent on the circumstances of each year.

Executive incentives are based on continuity of employment and performance criteria based on the field of expertise of the executive, including the promotion of the interests of the company, securing of projects on reasonable terms, project development, timely completion of tasks and reporting requirements.

Performance based incentives were delivered in form of shares issued to the director / executive at no cost. This incentive was based on recommendations of an independent remuneration consultant where appropriate, the recommendation of the Executive Chairman and the approval of the Board. 50% of the shares issued to the directors / executives are issued with holding locks, which are removed over two years and are subject to a performance review by the Board, however in certain circumstances it is within the power of the board to waive any such conditions.

All shares issued to the directors are approved in advance by shareholders.

Details of shares granted to directors / executives can be found on Page 29.

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The company’s employee share plan has been suspended until further notice following the unfavourable tax treatment announced in the Federal Budget in May 2009. A review of the performance based remuneration will take place in the 2009/2010 financial year.

The Company has no policy in place to limit the exposure of key executives to at-risk remuneration.

Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders, Directors and executives. The policy provides for two methods to be applied in achieving this aim, the first being a performance based bonus based on key performance indicators, and the second being the issue of shares to the majority of directors and executives to encourage the alignment of personal and shareholder interests. The Company believes this policy to have been effective over the past year. No cash bonuses were granted during the year and no additional shares, apart from releasing previously granted shares from escrow, were issued to executive directors and executives.

The following table shows the gross revenue, losses and dividends for the last five years for the listed entity, as well as the share price at the end of the respective financial years. The Company has continued to move forward during the last year with exploration success at Erayinia, Mimosa and Broads Dam and the signing of a subscription agreement with Ochre Holdings Pty Ltd, which during the current challenging times, puts the company in the position to establish a sustainable business model focused on achieving major mineral discoveries initially in Western Australia. The Board is of the opinion that these results can be attributed to successful negotiations by management, excellent planning, and exploration success. The Board is satisfied that the previously described remuneration policy has been an important component of this development.

2005 2006 2007 2008 2009

$ $ $ $ $ Revenue 560,507 290,319 177,860 192,185 66,515

Net Loss 4,375,121 3,103,483 2,934,564 4,494,539 4,009,292

Share Price at year-end 0.014 0.054 0.16 0.042 0.019

Dividends Paid - - - - -

Details of Remuneration for the Year Ended 30 June 2009

Names and positions held of the Economic and Parent Entity key management personnel in office at any time during the financial year are:

Key Management Person Position Commencement of Position

Mr I Kins Executive Chairman 1 October 2005

Mr D Reynolds Director (Non-Executive) 17 April 2003

Mr A Simpson Director (Non-Executive) 12 May 2007

Mr S Rigby Director (Non-Executive) 31 July 2008

Mr J Ariti Director (Non-Executive) 31 July 2008

Mr H Kehal Consultant Company Geologist 12 July 2007

Mr P Heydon Operations Manager 21 February 2001

Ms J Zimmermann CFO / Company Secretary 1 June 2005

In accordance with accounting standards the remuneration for each Director and each of the three executive officers of the consolidated entity receiving the highest remuneration during the year was as follows:

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Short Term

Benefits

Post -

Employment

Benefits

2009

Directors

Salary, Fees

and

Commissions

Superannuation

Contribution

Share-based

Payment -

shares* Total

Performance

Related

Non

Performance

Related

$ $ $ $ % %

Imants Kins 212,916 28,906 326,763 568,585 57.5 42.5

**David Reynolds 6,696 0 23,000 29,696 77.5 22.5

Andrew Simpson 36,697 3,303 23,000 63,000 36.5 63.5

Simon Rigby 33,733 3,036 3,200 39,969 8 92

***Joe Ariti 15,483 1,393 - 16,876 0 100

305,525 36,638 375,963 718,126

* Release of shares issued under escrow and released in the financial year ending 30 June 2009 and shares issued without holding lock. This valuation is based on the share price at the initial issue date of 11.5 cents per share for Imants Kins, David Reynolds and Andrew Simpson and 0.8 cents per share for Simon Rigby and not the underlying share price of 1.9 cents per share as at 30 June 2009.

** Retired 31 August 2008.

*** Retired 31 December 2008.

Short Term

Benefits

Post -

Employment

Benefits

2009

Key Management

Person

Salary, Fees

and

Commissions

Superannuation

Contribution

Share-based

Payment -

shares* Total

Performance

Related

Non

Performance

Related

$ $ $ $ % %

**Peter Heydon 114,961 6,740 97,658 219,359 44.5 55.5

Jutta Zimmermann 165,474 14,893 116,581 296,948 39.3 60.7

***Harjinder Kehal 59,800 - - 59,800 0 100

340,235 21,633 214,239 576,107

* Release of shares issued under escrow and released in the financial year ending 30 June 2009 and shares issued without holding lock. This valuation is based on the share price at the initial issue date of 11.5 cents per share and not the underlying share price of 1.9 cents per share as at 30 June 2009.

** Employment ceased on 15 December 2008, salary includes the payout of entitlements.

*** Mr Kehal is used on an, as required basis, since the cost cutting program was put in place beginning in November 2008.

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Short Term

Benefits

Post -

Employment

Benefits

2008

Directors

Salary, Fees

and

Commissions

Superannuation

Contribution

Share-based

payment -

shares* Total

Performance

Related

Non

Performance

Related

$ $ $ $ % %

Imants Kins 260,870 39,130 587,525 887,525 66.2 33.8

David Reynolds 40,000 - 46,000 86,000 53.5 46.5

Andrew Simpson 36,697 3,303 46,000 86,000 53.5 46.5

337,567 42,433 679,525 1,059,525

* Release of shares issued under escrow and released in the financial year ending 30 June 2008 and shares issued without holding lock.

Short Term

Benefits

Post -

Employment

Benefits

2008

Key Management

Person

Salary, Fees

and

Commissions

Superannuation

Contribution

Share-based

payment

- shares* Total

Performance

Related

Non

Performance

Related

$ $ $ $ % %

Peter Heydon 162,697 14,643 201,316 378,656 53.2 46.8

Jutta Zimmermann 192,661 17,339 236,162 446,162 52.9 47.1

Harjinder Kehal 143,000 - - 143,000 - 100

498,358 31,982 437,478 967,818

* Release of shares issued under escrow and released in the financial year ending 30 June 2008 and shares issued without holding lock.

Performance Income as a Proportion of Total Remuneration

Executive Directors and executives are paid performance based bonuses linked to goals set having regard to experience, qualifications and length of service. This has led to the proportions of remuneration related performance varying between individuals. The Board has set these bonuses to encourage achievement of specific goals that have been given a high level of importance in relation to the future growth and profitability of the Economic Entity, and to retain key personnel. The Board has considered the advice of an independent remuneration consultant to ensure share allocations are appropriate and in line with the market. The independent remuneration consultant has based his recommendations on comparative roles and comparative companies in the external market. The Board will review the performance bonuses to gauge their effectiveness against achievement of the set goals, and adjust future year incentives as they see fit to ensure use of the most cost effective and efficient methods. F

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Options and Shares Issued as Part of Remuneration for the Year Ended 30 June 2009

No options were issued to directors and executives as part of their remuneration.

During the year ended 30 June 2009 the following shares of ABM Resources NL were issued to Directors and specified executives under the ABM Resources NL Share Plan for no consideration.

Grant Date Director / Specified Executive Share Price at

Issue Date Number of Shares

Issued 2009

3 December 2008 Simon Rigby 0.008 800,000

Half of the shares are issued with a holding lock until such time as the Directors resolve that continuity and performance conditions have been met.



Issued 2008

21 November 2007 Imants Kins 0.115 9,070,000

21 November 2007 Andrew Simpson 0.115 800,000

21 November 2007 David Reynolds 0.115 800,000

21 November 2007 Peter Heydon 0.115 3,396,800

21 November 2007 Jutta Zimmermann 0.115 4,055,000


Employment Contracts of Directors and Senior Executives

Remuneration and other terms of engagement for non-executive Directors are formalised in service agreements. The agreement summarises the Board policies and terms, including compensation relevant to the office of Director.

The employment conditions of the Executive Chairman, Mr Kins, the executive Director and specified executives are formalised in contracts of employment. Each of these contracts provide for equity based incentives, subject to KPI’s specified in the contract of employment, and other benefits including participation in salary packaging options. With the exception of the Executive Chairman in certain specified circumstances, share incentives in respect of which the performance and/or employment continuity conditions have not been satisfied, become eligible for buy back by the Company for nominal consideration.

The employment contracts stipulate a range of one- to three-month resignation notification periods. The Company may terminate an employment contract without cause by providing a range of one- to three-month written notice or making payment in lieu of notice, based on the individual’s annual salary component. No redundancy payments are offered to specified executives. In the instance of serious misconduct the Company can terminate employment at any time. F

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Other major provisions of the agreements relating to remuneration are set out below:

I Kins, Executive Chairman

• Term of agreement – extension of previous 3 years contract commencing 1 October 2005 by one year to 30 September 2009;

• Base salary, inclusive of superannuation, for the period 1 July 08 to 28 February 09 of $300,000 p.a. and for the period 1 March 09 to 30 June 09 of $100,000 p.a. as temporary measure to adjust to the current economic situation. This salary is to be reviewed annually by the remuneration committee. Annual leave entitlements as per 28 February 2009 were preserved at dollar value;

• Payment of a termination benefit on early termination by the Company, other than for gross misconduct, equal to the base salary for the remaining term of the agreement;

• Notice period varies between no notice if mutually agreed and 3 months notice by either party without reason.

J Zimmermann, Chief Financial Officer and Company Secretary (from 17 April 2007)

• Term of agreement – ongoing commencing 1 June 2005;

• Base salary, inclusive of superannuation, for the period 1 July 08 to 28 February 09 of $210,000 p.a. and for the period 1 March 09 to 30 June 09 of $120,000 p.a. as temporary measure to adjust to the current economic situation. This salary is to be reviewed annually by the remuneration committee. Annual leave entitlements as per 28 February 2009 were preserved at dollar value;

• No termination benefits applicable;

• Employment can be terminated with a 3 month notice period.

P Heydon, Operations Manager

• Term of agreement – ongoing initial contract commencing 21 February 2001, employment ceased on 15 December 2008;

• Base salary, inclusive of superannuation for the year ended 30 June 2008 was the pro rata payment of the annual amount of $177,340, annual leave and long service leave entitlements were paid out on termination of employment.

H Kehal, Geological Consultant Manager

• Term of Agreement – ongoing on an as needed basis commencing 12 July 2007;

• Daily rate with no superannuation applicable, total remuneration for the year ended 30 June 2009 of $59,800;

• No termination benefits applicable;

• No notice period applicable.

End of Audited Remuneration Report.

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Indemnifying Officers or Auditor

During the financial year, ABM Resources NL paid a premium of $8,954 to insure the Directors, secretaries and other officers of the Company and its Australian-based controlled entities.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

Options

The Parent Entity or Controlled Entities have not granted options over unissued.

Proceedings on Behalf of the Company

No person has applied for leave of Court to bring proceedings on behalf of the Parent Entity or intervene in any proceedings to which the Parent Entity is a party for the purpose of taking responsibility on behalf of the Parent Entity for all or any part of those proceedings.

The Parent Entity was not a party to any such proceedings during the year.

Non-Audit Services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the Economic Entity are important.

Details of the amounts paid or payable to the auditor for audit and non-audit services provided during the year are set out below.

The Board of Directors has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• all non-audit services have been reviewed by the Board of Directors to ensure they do not impact the impartiality and objectivity of the auditor;

• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

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During the year the following fees were paid or payable for services provided by the auditor of the Parent Entity, its related practices and non-related audit firms:

Economic Entity

2009 2008

$ $

1. Audit Services

BDO Kendalls Australian firm:

Audit and review of financial reports 39,149 42,955

Total remuneration for audit services 39,149 42,955

2. Non audit services

Taxation services

BDO Kendalls Australian firm:

Tax compliance services 15,180 18,320

Total remuneration for taxation services 15,180 18,320

Auditor’s Independence Declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 41.

This report is made in accordance with a resolution of Directors.


Dated this 18th day of September 2009

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33

The Board of Directors of ABM Resource NL (“ABM Resources” or “the Company”) is responsible for the corporate governance of the Economic Entity. The Board guides and monitors the business activities of ABM on behalf of the shareholders by whom they are elected and to whom they are accountable.

Set out below is a summary of the Company’s corporate governance practices that have been adopted with reference to the ASX Corporate Governance Council’s corporate governance principles and recommendations for best practice in corporate governance. They comply with they comply with the August 2007 ASX Principles of Good Corporate Governance and Best Practice Recommendations.

Due to the current size and activities of the Company, the Board has resolved not to adopt some of the best practice recommendations at this stage. In addition, the process of formally documenting and implementing policies and procedures relating to some of the best practice recommendations is still continuing. Where the Company has resolved not to comply or is not currently complying with a particular recommendation, the reasons for this are also detailed below.

BOARD OF DIRECTORS

ABM Resources NL has adopted a formal Board Charter that sets out the role and responsibilities of the Board and delegation of authority to senior management.

The Board’s role is to govern the Company and must act in the best interest of the Company. The senior management are responsible for the efficient and effective operation of the Company in accordance with the directions and delegations of the Board. The Board is responsible to oversee the activities of management in carrying out these delegated duties.

Board Composition and Members

To add value to the shareholders, the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. The Company’s current Board consists of three members, being the Executive Chairman – Mr Imants Kins, and two Non-Executive Directors –Mr Andrew Simpson and Mr Simon Rigby.

The relevant qualifications and experience of the Company Directors are set out in the Directors’ Report.

Responsibilities

The Board has responsibility for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things necessary to determine the objectives and the strategy, and to ensure that the strategy is carried out in order to achieve the objectives of the Company.

Without intending to limit the stated role, the principal functions and responsibilities of the Board include:

• Determining the vision, values and objectives of the Company;

• Formulating short term and long term strategies to enable the Company to achieve its objectives, and ensuring adequate resources are available to implement strategic objectives;

• Identifying occupational health, safety and environmental issues and formulating and implementing policies to address and manage them and to monitor the compliance and effectiveness of these policies;

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• Identifying other material business risks pertaining to the Company’s operations, and to develop and implement strategies to manage these risks, and internal control systems to monitor compliance with and the effectiveness of these strategies;

• Appointing and approving the terms and conditions of the appointment of the Managing Director or Executive Chairman;

• Establishing and determining the powers and functions of committees of the Board, such as Audit and Risk Management, Remuneration and Nomination Committees, where established;

• Reviewing and providing feedback on the performance of the Managing Director or Executive Chairman and Chief Financial Officer;

• Reviewing the performance of the Board, individual directors and Board committees;

• Endorsing the terms and conditions of employment of senior executives;

• Approving and fostering an appropriate culture for the Company that is directly aligned to its values, strategies and objectives;

• Identifying all areas where written Board policy is required, determining the policies, and overseeing the implementation and monitoring of compliance, including policy in relation to code of conduct, related party transactions, and trading in the Company’s securities;

• Approving the annual budget, and material variations thereto;

• Approving major operating and capital budgets, and material variations to these budgets;

• Authorising expenditure approval limits for the Managing Director or Executive Chairman, and authorising expenditure in excess of these discretionary limits;

• Approving all mergers, acquisitions and disposals of projects and businesses;

• Considering the reports from committees and the recommendations made therein;

• Reviewing annually the progress and performance of the Company towards meeting its objectives;

• Reviewing periodically the process, outcomes and effectiveness of the Company’s decisions and strategies, for the purpose of continuous improvement in all these matters and ensuring that valuable lessons are identified, and absorbed into the process and framework for making future decisions;

• Authorising the issue of securities and instruments of the Company;

• Approving processes, procedures and internal control systems to ensure that the Company’s financial results are reported in a timely and accurate basis;

• Approving the half year and year end financial reports, notices of general meeting, and profit and dividend announcements;

• Determining, implementing and monitoring procedures to ensure that ASIC and ASX are promptly and adequately informed of all matters considered to be material, in accordance with the Company’s continuous disclosure obligations;

• Monitoring developments in the Company’s industry and general operating environment;

• Encouraging effective communication between the Company and its shareholders, employees and the general public; and,

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• Establishing and encouraging effective communication channels between the Company and shareholders and other parties having legitimate interests that may be affected by the Company’s activities.

Directors’ Independence

Best Practice Recommendations 2.1 and 2.2 recommend respectively that a majority of the Board should be independent Directors and the Chairperson should be an independent Director. Due to the sudden death of the previous Chairman and for practical reasons the Chair is currently held by an Executive (dependent) Director.

ABM Resources is a resource exploration company. As a resource exploration company some of the Directors (including their associates) might take large equity risk positions to provide funding support, particularly at difficult times in the equity markets and Director’s emoluments are reviewed regularly by an independent contractor based on data available from similar sized and performing companies. This has assisted in providing confidence to investors as to the focus and commitment of the Board to achieve its objectives. Consultancy arrangements with Directors on an as-needed basis have also assisted the Company to access required skills, but keep the cost structure flexible and competitive.

The need for access to supporting equity and skills as required, and a flexible cost structure have been greater imperatives for ABM Resources as an exploration company, than the largely mutually exclusive concept of independence, which is much more relevant to larger corporations with substantial workforces. Currently all Non-Executive Directors are regarded as independent Directors.

Complete compliance with the best practice in this area is not considered a current imperative, due to the additional direct cost of employing such Directors, the view that there would not be an increase in Board skills (only independence), and the risk that inefficiency will occur in the Board decision making process whilst the independent Directors become familiar with the Company’s business.

Chairman and Chief Executive Officer (CEO)

The roles of Chairman and Managing Director within the Company are carried out by the Executive Chairman (i.e. the same person). The roles and responsibilities are set out in the Company’s Board Charter.

Board Policies

Conflict of Interests

A Director must inform the Board or the Chairman or Executive Chairman, as soon as the Director becomes aware of any conflict or potential conflict of interests, which that Director may have in relation to any transaction or matter relevant to the Company or its business. Unless the Board decides otherwise, the Director should be absent from any discussion and decision on that transaction or matter.

Commitments

Each member of the Board is committed to spending sufficient time to enable them to discharge their duties as a director of the Company.

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Independent Professional Advice

If a Director considers it necessary to obtain independent professional advice to properly discharge their responsibilities as a director of the Company, then provided the Director first obtains approval for incurring such expense from the Chairman or Executive Chairman, the Company will pay the reasonable expenses associated with obtaining such advice.

Performance Assessment

The Board determines a process for reviewing its performance and that of its individual Directors, committees and senior management. The Board meets annually to review the outcome of this process. The procedure for the annual Board performance evaluation will be to:

• Review the Board’s performance against the terms of the Company’s charter;

• Review the performance of committees, where appointed, against the terms of their charters;

• Review the contribution of each Director;

• Review the changes that may be required to the charter of the Board of its committees, taking into account the developments in the Company and its activities over the preceding year, and in corporate governance practices.

The Board determines the scope and detailed procedures for assessing performance against both measurable and qualitative indicators.

BOARD COMMITTEES

Best practice recommends that the Board should establish a number of committees to assist in the execution of its duties and to allow detailed consideration of complex issues. The Board committees that are generally recommended are:

• Audit and Risk Management Committee;

• Remuneration Committee;

• Nomination Committee.

Given the current size and composition of the Company’s Board, the full Board will be responsible for the above duties.

Each committee should report to the Board, as it considers appropriate, having regard to matters and issues of significance that may arise, but in any case at least annually.

The minutes of all committee meetings should be included in the Board pack of directors for each Board meeting, or distributed in a manner the Board considers appropriate, except where the Chairman or Executive Chairman considers it inappropriate due to potential conflicts.

In order to define the role, responsibility, power, structure, composition, operation and administration of each committee, the Board and committee have adopted a charter for each committee as detailed below:

Nomination Committee

Best practice Recommendation 2.4 recommends that the Board should establish a nomination committee to assess the necessary competencies of Board members, review Board succession plans, evaluate the Board’s performance and make recommendations for the appointment and removal of Board members.

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A Nomination Committee is generally responsible for:

• Devising criteria for Board membership;

• Identifying specific individuals for nomination as Directors;

• Making recommendations to the Board for new Directors and membership of committees;

• Assisting the Chairman or Executive Chairman in advising Directors about their performance and possible retirement;

• Overseeing management of succession plans, including the Managing Director or Executive Chairman and senior management.

Having regard to the current size and activities of the Company, the full Board will retain responsibility for the duties outlined above.

Directors are appointed under the terms of the Company’s constitution. Appointments to the Board are based upon merit and against criteria that serves to maintain an appropriate balance of skills, expertise and experience on the Board in the context of the current stage of development of the Company. The categories considered necessary for this purpose are a blend of finance, business, management (including strategic planning) industry knowledge, technical skills and experience and administration skills. As the Company develops in the respective stages that occur in the move from explorer to producer the skill mix of the Board will be reviewed accordingly.

Directors are to be appointed pursuant to formal agreements. The expectations for time to be committed to attend Board meetings and participate in committees and other activities of the Company should be set out in writing.

An induction pack should be provided to all new Directors, which includes information in relation to the Company’s operations, structure, constituent documents, financial position and strategic and business plans.

Remuneration Committees

As mentioned above, due to the current size and composition of the Company’s Board, the full Board will be responsible for the duties that would be assigned to a remuneration committee.

A Remuneration Committee is generally responsible for:

• Setting policies for senior officers’ remuneration;

• Setting policies for Directors’ remuneration;

• Making specific recommendations to the Board on remuneration of Directors and senior officers;

• Setting the terms and conditions for the appointment of the Managing Director or Executive Chairman;

• Undertaking the review of the Managing Director’s or Executive Chairman’s performance, at least annually, including setting with the Managing Director or Executive Chairman the goals for the coming year and reviewing progress in achieving these goals.

The Board recognises that the Company remuneration policy must be structured to attract, motivate and retain key employees and encourage them to deliver performance to create value for shareholders.

The Board has agreed on the following set of key Remuneration Policy Guidelines from which to determine the remuneration policy for Directors, senior executives and employees:

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• Individual reward should be based on performance across a range of measurable and qualitative indicators;

• Rewards to executives should be linked to creating value for shareholders;

• Remuneration arrangements should be equitable and facilitate the deployment of senior management across the various divisions of the Company;

• Remuneration packages should be comparable and competitive against remuneration packages of other companies within the industries which the Company operates.

Audit Committee

An Audit and Risk Management Committee is generally responsible for:

• Overseeing and appraising the quality of the external audit and the internal control procedures, especially in the following areas:

o Financial reporting and practices;

o Business ethics policies and practices;

o Accounting policies; and

o Management and internal controls.

• Providing through regular meetings, a forum for communication between the Board, senior financial management staff involved in internal control procedures, and the external auditors;

• Enhancing the credibility and objectivity of financial reports with other interested parties;

• Enhancing the environment for identifying, analysing, managing and monitoring the operating risks involved in the business activities of the Company;

• Ensuring that executive management are extensively involved in, and vouch for, the adequacy and effectiveness of the risk management systems.

Due to the current size and composition of the Company’s Board, the full Board will retain responsibility for the duties outlined above. As the size and composition of the Board increases over time, the Board will establish an Audit and Risk Management Committee and delegate these duties thereto.

APPOINTMENT OF EXTERNAL AUDITOR

The Board is responsible for selecting and appointing the Company’s external auditor. The Board is also responsible for monitoring and reviewing the independence and quality of the audit services provided.

Where it is determined that a new auditor is to be appointed, and/or a tender process undertaken for the audit, the Board has identified the following criteria for determination of the preferred auditor:

• Value for money taking into account cost and quality of service;

• Independence of Auditors taking into account other work that may be required of the firm;

• The matters set out in auditor independence guidelines;

• Seniority of Audit staff to be appointed to the Company’s engagement;

• Board being satisfied as to the intended scope of work to be undertaken as part of the audit process;

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• Background and experience of the audit firm with the Company and the industry in which it operates and number of companies of similar size that the firm audits and;

• Reputation and standing of the audit firm in the business community.

RISK ASSESSMENT AND MANAGEMENT

Identification of Risks

The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In principles, the Company policies are designed to ensure strategic, operational, legal, reputational and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.

The Risk Management Policy will provide guiding principles and procedures for the identification and management of risks across the organisation as a whole, and within individual business units. A process of analysis and evaluation will be used to continually assess the impact of identified and potential risks upon the Company’s business objectives.

The Policy will group the risks into categories including the following:

• Business risks;

• Compliance risks;

• Financial Risks; and

• Operational Risks.

The Managing Director or Executive Chairman will be accountable to the Board for ensuring that the risk management procedures are implemented and maintained in accordance with the Risk Management Policy. The Managing Director or Executive Chairman may assign responsibilities in relation to risk management within the Company.

Senior management will be responsible for the development of risk mitigation plans and the implementation of risk reduction strategies within their departments. The annual business planning process will include careful consideration of the internal and external risk profiles of the Company. In their regular reporting (for each Board Meeting) to the Board, senior management will report on the identification and management of risks within their departments.

Integrity of Financial Reporting

As a mineral exploration company, the Company provides a report on its activities to the ASX at the end of each quarter. In addition the Company provides a copy of its audited half year and full year financial accounts to the ASX and ASIC.

Prior to signing off the half year and full year financial accounts and approving them for release to the market, the Board requires the Executive Chairman and the Chief Financial Officer to state in writing to the Board that the financial accounts present a true and fair view, in all material respects, of the Company’s financial position and operational results and are in accordance with relevant accounting standards.

CODE OF CONDUCT

The Company has adopted a formal Code of Conduct for Company Directors and Senior Executives.

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The Code of Conduct requires directors and senior executives to act in the best interests of the Company and to promote and exercise the highest standards of ethics and integrity at all times in performing their duties for the Company.

The Company has also formally adopted a Share Trading Policy. The Share Trading Policy sets out when trading in the Company’s shares is permitted by Directors, senior managers, employees and related parties and sets out procedures to limit the risk of insider trading.

The Company has also adopted a Corporate Code of Conduct for all of its employees in order to ensure the Company meets its legal and other obligations to legitimate stakeholders. These stakeholders include shareholders, customers, suppliers, employees and the community as a whole.

Employees are expected to apply the principles and guidelines set out in the Corporate Code of Conduct at all times in carrying out their duties for the Company.

DISCLOSURE OF INFORMATION

Continuous Disclosure to ASX

The Company’s shares are listed on the ASX and as such the Company is required to comply with the continuous disclosure requirements set out in the ASX Listing Rules.

In order to ensure that the Company meets its obligations with regard to the continuous disclosure requirements, the Company has adopted a Continuous Disclosure Policy.

The Continuous Disclosure Policy sets out the Company’s obligations and its policies and procedures to ensure timely and accurate disclosure of price sensitive information to the market. The detail of this policy is available in the Company’s charter.

Communication with Shareholders

The Company endeavours to provide shareholders with important information on the Company in a timely and efficient manner. The Company promotes direct communication with shareholders and encourages them to direct questions or requests for further information to the Executive Chairman, Company Secretary or the Board.

The Company has adopted a Shareholder Communication Policy to formalise its practices in this regard.

In addition to direct mailing of information to shareholders, the Company posts up to date information on the Company’s activities together with copies of all information released to the ASX on its website.

Shareholder meetings are an important forum for investors to meet with the Board and senior management and discuss matters concerning the Company.

The Company’s external auditor attends all annual general meetings of the Company and is available to answer shareholder questions regarding the conduct of the audit and the preparation and content of the auditor’s report.

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BDO Kendalls is a national association of

separate partnerships and entities. Liability

limited by a scheme approved under

Professional Standards Legislation.

18 September 2009 The Directors ABM Resources NL Level 1, 141 Broadway NEDLANDS WA 6009

Dear Sirs, DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF ABM RESOURCES NL As lead auditor of ABM Resources NL for the year ended 30 June 2009, I declare that, to the best of my knowledge and belief, there have been no contraventions of: • the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

and • any applicable code of professional conduct in relation to the audit. This declaration is in respect of ABM Resources NL and the entities it controlled during the period.

BG McVeigh Director

BDO Kendalls Audit & Assurance (WA) Pty Ltd Perth, Western Australia

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CONTENTS

Page

Financial Report

Income statements for the year ended 30 June 2009 43

Balance sheets as at 30 June 2009 44

Statements of changes in equity for the year ended 30 June 2009 45

Cash flow statements for the year ended 30 June 2009 47

Notes to the financial statements 48

Directors’ declaration 85

Independent audit report to the members of ABM Resources NL 86

Additional information for listed public companies 88

This financial report covers both the separate financial statements of ABM Resources NL as a Parent Entity and the consolidated financial statements for the Economic Entity consisting of ABM Resources NL and its subsidiaries. The financial report is presented in the Australian currency.

ABM Resources NL is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

ABM Resources NL Level 1, 141 Broadway, Nedlands Western Australia 6009.

A description of the nature of the Economic Entity's operations and its principal activities is included in the review of operations and activities on pages 5 to 17 and in the Directors’ report on pages 19 to 32, both of which are not part of this financial report.

The financial report was authorised for issue by the Directors on 18 September 2009. The Directors have the power to amend and reissue the financial report.

Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press releases, financial reports and other information are available on our website: www.abmresources.com.au.

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INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Economic Entity Parent Entity

Note 2009 2008 2009 2008

$ $ $ $

Revenue 5 66,515 192,185 59,491 183,476

Other income 6 395,887 93,312 395,354 72,947

Employee benefits expenses (611,103) (849,965) (462,895) (820,494)

Employee share plan (502,941) (1,747,745) (502,941) (1,747,745)

Consultancy expenses (271,073) (679,067) (265,498) (663,700)

Director’s fees (342,163) (380,000) (342,163) (380,000)

Legal fees (111,432) (143,788) (106,454) (138,052)

Lease expenses (132,322) (121,318) (126,336) (121,318)

Insurance (43,439) (79,394) (36,571) (78,275)

Other expenses 7(a) (495,232) (265,810) (2,095,041) (281,131)

Other capitalised expenses 7(b) (1,961,989) (512,949) (711,230) (520,247)

Loss before income tax (4,009,292) (4,494,539) (4,194,284) (4,494,539)

Income tax expense 8 - - - -

Loss attributable to members of the parent entity (4,009,292) (4,494,539) (4,194,284) (4,494,539)

Basic loss per share (cents per share) 11 (0.65) (0.87)

Diluted loss per share (cents per share) 11 n/a n/a

The above income statements should be read in conjunction with the accompanying notes.

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BALANCE SHEETS AS AT 30 JUNE 2009

44


Note 2009 2008 2009 2008

$ $ $ $

ASSETS

CURRENT ASSETS

Cash and cash equivalents 12 448,367 1,999,494 434,838 1,983,334

Trade and other receivables 13 23,912 6,665 267,546 585,863

Other current assets 15 44,455 256,317 42,235 255,481

TOTAL CURRENT ASSETS 516,734 2,262,476 744,619 2,824,678

NON-CURRENT ASSETS

Trade and other receivables 13 432,145 797,534 277,145 680,627

Other financial assets 14 10,000 15,750 10,631 15,750

Loan to associate 17 - 865,504 - 865,504

Property, plant and equipment 18 197,652 308,837 165,646 260,998

Exploration, evaluation and development expenditure 19 4,824,468 4,239,039 4,602,204 4,030,192

TOTAL NON-CURRENT ASSETS 5,464,265 6,226,664 5,055,626 5,853,071

TOTAL ASSETS 5,980,999 8,489,140 5,800,245 8,677,749

CURRENT LIABILITIES

Trade and other payables 20 305,657 784,296 295,903 784,300

Provisions 21 12,462 39,450 12,462 39,450

TOTAL CURRENT LIABILITIES 318,119 823,746 308,365 823,750

NON-CURRENT LIABILITIES

Provisions 21 227,439 411,315 56,439 286,815

TOTAL NON-CURRENT LIABILITIES 227,439 411,315 56,439 286,815

TOTAL LIABILITIES 545,558 1,235,061 364,804 1,110,565

NET ASSETS 5,435,441 7,254,079 5,435,441 7,567,184

EQUITY

Issued capital 22 59,637,775 57,593,235 59,637,775 57,593,235

Reserves 23 128,113 (18,000) - (18,000)

Accumulated losses (54,330,447) (50,321,156) (54,202,334) (50,008,051)

TOTAL EQUITY 5,435,441 7,254,079 5,435,441 7,567,184

The above balance sheets should be read in conjunction with the accompanying notes.

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STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

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Issued Capital

Accumulated Losses

Foreign Currency

Translation Reserve

Available for Sale

Financial Asset

Reserve Total ECONOMIC ENTITY $ $ $ $ $ Balance at 30 June 2007 51,980,766 (45,826,617) - - 6,154,149 Movement in available for sale financial assets reserve - - - (18,000) (18,000) Total income and expense recognised directly in equity - - - (18,000) (18,000) Loss attributable to members of economic entity - (4,494,539) - - (4,494,539) Total net recognised income and expense for the year - (4,494,539) - (18,000) (4,512,539) Transactions with equity holders in their capacity as equity holders: Share issued 2,250,000 - - - 2,250,000 Shares not yet issued 1,900,000 - - - 1,900,000 Transaction costs (285,276) - - - (285,276) Shares issued to employees for compensation 1,747,745 - - - 1,747,745 Balance at 30 June 2008 57,593,235 (50,321,156) - (18,000) 7,254,079 Movement in foreign currency translation reserve - - 128,114 - 128,114 Movement in available for sale financial assets reserve - - - 18,000 18,000 Total income and expense recognised directly in equity - - 128,114 18,000 146,114 Loss attributable to members of economic entity - (4,009,292) - - (4,009,292) Total net recognised income and expense for the year - (4,009,292) 128,114 18,000 (3,863,178) Transactions with equity holders in their capacity as equity holders: Share issued 1,654,402 - - - 1,654,402 Transaction costs (112,803) - - - (112,803) Shares issued to employees for compensation 502,941 - - - 502,941 Balance at 30 June 2009 59,637,775 (54,330,448) 128,114 - 5,435,441

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STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

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Issued Capital

Accumulated Losses

Foreign Currency

Translation Reserve

Available for Sale

Financial Asset

Reserve Total PARENT ENTITY $ $ $ $ $ Balance at 30 June 2007 51,980,766 (45,513,512) - - 6,467,254 Movement in available for sale financial assets reserve - - - (18,000) (18,000) Total income and expense recognised directly in equity - - - (18,000) (18,000) Loss attributable to parent entity members - (4,494,539) - (4,494,539) Total net recognised income and expense for the year - (4,494,539) - (18,000) (4,512,539) Transactions with equity holders in their capacity as equity holders: Share issued 2,250,000 - - - 2,250,000 Shares not yet issued 1,900,000 - - - 1,900,000 Transaction costs (285,276) - - - (285,276) Shares issued to employees for compensation 1,747,745 - - - 1,747,745 Balance at 30 June 2008 57,593,235 (50,008,051) - (18,000) 7,567,184 Movement in available for sale financial assets reserve - - - 18,000 18,000 Total income and expense recognised directly in equity - - - 18,000 18,000 Loss attributable to parent entity members - (4,194,284) - - (4,194,284) Total net recognised income and expense for the year - (4,194,284) - 18,000 (4,176,284) Transactions with equity holders in their capacity as equity holders: Share issued 1,654,402 - - - 1,654,402 Transaction costs (112,803) - - - (112,803) Shares issued to employees for compensation 502,941 - - - 502,941 Balance at 30 June 2009 59,637,775 (54,202,335) - - 5,435,440

The above statement of changes in equity should be read in conjunction with the accompanying notes.

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ABM RESOURCES NL ABN 58 009 127 020 AND CONTROLLED ENTITIES CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Note 2009 2008 2009 2008

$ $ $ $

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 50,622 70,616 (2,459) 45,739

Payments to suppliers and employees (1,789,042) (1,226,180) (1,726,463) (1,192,751)

Interest received 66,515 192,185 59,491 183,476

Payment for environmental bonds - (16,021) - (13,371)

Net cash provided by / (used in) operating activities 26 (1,671,905) (979,400) (1,669,431) (976,907)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment 15,272 4,887 15,272 796

Proceeds from other financial assets 365,389 - 403,483 -

Cash acquired from acquisition of ABM Resources Mocambique Limitada 64,857 - - -

Proceeds from sale of exploration, evaluation & development projects - 1,818 - -

Loans provided to controlled entities - - (553,172) (94,366)

Loans provided to associate - (941,563) - (941,563)

Purchase of property, plant and equipment (18,062) (128,597) (13,610) (128,597)

Payments for exploration, evaluation and development (1,849,528) (4,104,981) (1,272,636) (3,970,986)

Net cash provided by / (used in) investing activities (1,422,072) (5,168,436) (1,420,663) (5,134,716)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares 1,567,246 4,150,000 1,567,246 4,150,000

Payments for unmarketable parcels of shares - (1,144) - (1,144)

Repayment of borrowings - - - -

Share issue costs (25,648) (285,276) (25,648) (285,276)

Net cash provided by / (used in) financial activities 1,541,598 3,863,580 1,541,598 3,863,580

Net increase / (decrease) in cash and cash equivalents held (1,552,379) (2,284,256) (1,548,496) (2,248,043)

Cash and cash equivalents at 1 July 1,999,494 4,285,002 1,983,334 4,232,357

Effects of exchange rate changes on cash balances held in foreign currency 1,252 (1,252) - (980)

Cash & cash equivalents at 30 June 448,367 1,999,494 434,838 1,983,334

The above cash flow statements should be read in conjunction with the accompanying notes.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Contents of the notes to the financial statements

Page

1. Statement of significant accounting policies ………………………..………………………… 49

2. Financial risk management ……………………………………………………………..………. 58

3. Critical accounting estimates and judgements ……………………………………..……….... 62

4. Segment information ……………………………………………………………………..…….... 63

5. Revenue ……………………………………………………………………………………..……. 65

6. Other income ……………………………………………………………………………………… 66

7. Expenses ………………………………………………………………………………………….. 66

8. Income tax expense ……………………………………………………………………………… 67

9. Key management personnel compensation …………………………………………………… 70

10. Auditors’ remuneration …………………………………………………………………………… 72

11. Loss per share ………………………………………………………………………………..….. 72

12. Cash and cash equivalents………………………………………………………………….….. 72

13. Trade and other receivables ……………………………………………………………………. 73

14. Other financial assets ……………………………………………………………………………. 73

15. Other current assets ……………………………………………………………………………… 73

16. Controlled entities ………………………………………………………………………………… 73

17. Interest in associate ……………….…………………………………………………………..… 74

18. Property, plant and equipment ………………………………………………………………….. 75

19. Exploration, evaluation and development expenditure ………………………………………. 76

20. Trade and other payables ……………………………………………………………………….. 77

21. Provisions …………………………………………………………………………………………. 77

22. Issued capital ……………………………………………………………………………………... 78

23. Reserves …………………………………………………………………………………………... 78

24. Capital and leasing commitments ………………………………………………………………. 80

25. Contingent liabilities and contingent assets …………………………………………………… 81

26. Cash flow information ……………………………………………………………………………. 82

27. Events after balance sheet date ………………………………………………………………… 82

28. Related party transactions ………………………………………………………………………. 83

29. Business Combination…………………………………………………………..……………….. 83

30. Company details ………………………………………………………………………………….. 84

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report includes separate financial statements for ABM Resources NL as an individual Parent Entity and the Economic Entity consisting of ABM Resources NL and its controlled entities. ABM Resources NL is a public listed company, incorporated and domiciled in Australia.

(a) Basis of Preparation

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.

Compliance with IFRS

The financial report of ABM Resources NL also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.

Critical accounting estimates

The preparation of financial statement in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the economic entities accounting policies. See Note 3 for further details.

(b) Principles of Consolidation

(i) Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all controlled entities of ABM Resources NL (''Company'' or ''Parent Entity'') as at 30 June 2009 and the results of all controlled entities for the year then ended. ABM Resources NL and its controlled entities together are referred to in this financial report as the Group or the Economic Entity.

Controlled entities are all those entities (including special purpose entities) over which the Economic Entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and

effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Economic Entity controls another entity.

Controlled Entities are fully consolidated from the date on which control is transferred to the Economic Entity. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of controlled entities by the Economic Entity.

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. Accounting policies of controlled entities have

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NOTE 1: Principles of Consolidation cont’d.

been changed where necessary to ensure consistency with the policies adopted by the Economic Entity.

Investments in controlled entities are accounted for at cost in the individual financial statements of ABM Resources NL.

(c) Segment Reporting

A business segment is identified for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is identified when products or services are provided within a particular economic environment subject to risks and returns that are different from those of segments operating in other economic environments.

(d) Foreign Currency Transactions and Balances

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars which is the Parent Entity’s functional and presentation currency.

(ii) Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the closing rate at the balance sheet date. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity.

(iii) Group companies

The results and financial position of all the Group entities (none of which has a currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

• Income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

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NOTE 1: Foreign Currency Transactions and Balances cont’d.

• All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation on any net investment in foreign entities are taken to shareholders’ equity. When a foreign operation is sold a proportionate share of such exchange differences are recognised in the income statement, as part of the gain or loss on sale where applicable.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate.

(e) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

All revenue is stated net of the amount of goods and services tax (GST).

(f) Income Tax

The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are not brought to account unless realisation of the asset is probable. Deferred tax assets in relation to tax losses are not brought to account unless it is probable that the benefit will be utilised.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Parent Entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

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NOTE 1: Income Tax cont’d.

Tax consolidation legislation

ABM Resources NL and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.

The Parent Entity, ABM Resources NL, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right.

In addition to its own current and deferred tax amounts, ABM Resources NL also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group.

Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.

(g) Leases

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged on a straight line basis.

(h) Cash and Cash Equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(i) Financial Assets

Recognition

Financial instruments are initially measured at fair value on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and other pricing models.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are measured initially at fair value and subsequently at amortised cost using the effective interest rate method.

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NOTE 1: Financial Assets cont’d.

Available-for-sale financial assets

Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are recognised at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity. On derecognition, any unrealised profits or losses on the instrument sold included in equity is recycled back to the income statement as part of the profit or loss on sale.

Impairment

At each reporting date, the Economic Entity assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged or significant decline in the value of the instrument is considered to determine whether any impairment has arisen. Impairment losses are recognised in the income statement. Reversals of impairment losses are recognised in the income statement, with the exception of available for sale financial asstes, which are recognised directly in equity.

(j) Property, Plant and Equipment

Freehold land is carried at cost. All other property, plant and equipment is stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Economic Entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

Class of Fixed Asset Depreciation Rate

Leasehold improvements 33.3%

Plant and equipment 10% - 40%

(k) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development and exploitation of the area of interest or alternatively by its sale and where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

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NOTE 1: Exploration and Evaluation Expenditure cont’d.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided in the period when the obligation arises. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology. The estimated cost is determined to be the equivalent to the bonds provided to the relevant government departments.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(l) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. Trade and other payables are recognised initially at fair value and subsequently at amortised cost.

(m) Borrowing Costs

All borrowing costs are expensed.

(n) Provisions

Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

(o) Employee Benefits

Provision is made for the Parent Entity's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits from wages and salaries, annual leave and long service leave have been measured at their nominal amounts plus related on-costs.

Contributions are made by the Economic Entity to employee nominated eligible superannuation funds and are charged as expenses when incurred.

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NOTE 1: Employee Benefits cont’d.

The fair value of employee shares granted by ABM Resources NL under its employee share plan are recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employee becomes unconditionally entitled to the shares. The fair value at grant date is determined by the market value of the shares at issue date.

(p) Issued Capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

If the entity reacquires its own equity instruments, for example as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.

(q) Earnings/(loss) per share

Basic earnings/(loss) per share is calculated by dividing the profit attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(r) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

(s) Going Concern

The financial statements have been prepared on the going concern basis of accounting which assumes that the Economic Entity will be able to meet its commitments, realise its assets and discharge its liabilities in the ordinary course of business. In arriving at this position, the Directors are recognise the company is dependent on various funding alternatives to meet these commitments including:

• Share placements; and

• Recovery of performance bonds from the Department of Industry and Resources.

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NOTE 1: Going Concern cont’d.

The Directors believe that at the date of signing the financial report there are reasonable grounds to believe that having regard to matters set out above, the Economic Entity will be able to raise sufficient funds to meet its obligations as and when they fall due.

In the event that the Economic Entity does not achieve the matters set out above there is significant uncertainty whether the Economic Entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report.

The financial report does not include any adjustment relating to the recoverability or classification of recorded asset amounts or classifications of liabilities that might be necessary should the Economic Entity not be able to continue as a going concern.

(t) New Accounting Standards and Interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30June 2009 reporting periods. The Group’s and the parent entity’s assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 (effective from 1 January 2009)

AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a 'management approach' to reporting on financial performance. The information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Group will adopt AASB 8 from 1 July 2009. It is unlikely to result in an increase in the number of reportable segments presented. In addition, the segments will be reported in a manner that is more consistent with the internal reporting provided to the chief operating decision-maker. As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segment may also require a reallocation of goodwill. However, this is not expected to result in any additional impairment of goodwill.

(ii) Revised AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 (effective from 1 January 2009)

The revised AASB 123 has removed the option to expense all borrowing costs and - when adopted – will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. There will be no impact on the financial report of the Group, as the Group already capitalises borrowing costs relating to qualifying assets.

(iii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101 (effective from 1 January 2009)

The September 2007 revised AASB 101 requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Group will apply the revised standard from 1 July 2009.

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NOTE 1: New Accounting Standards and Interpretations cont’d.

(iv) AASB 2008-1 Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations (effective from 1 January 2009)

AASB 2008-1 clarifies that vesting conditions are service conditions and performance conditions only and that other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Group will apply the revised standard from 1 July 2009, but it is not expected to affect the accounting for the Group's share-based payments.

(v) Revised AASB 3 Business Combinations, AASB 127 Consolidated and Separate Financial Statements and AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 (effective 1 July 2009)

The revised AASB 3 continues to apply the acquisition method to business combinations, but with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently remeasured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs must be expensed.

The revised AASB 127 requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in profit or loss.

The Group will apply the revised standards prospectively to all business combinations and transactions with non-controlling interests from 1 July 2009.

(vi) AASB 2008-6 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (effective 1 July 2009)

The amendments to AASB 5 Discontinued Operations and AASB 1 First-Time Adoption of Australian-Equivalents to International Financial Reporting Standards are part of the IASB’s annual improvements project published in May 2008. They clarify that all of a subsidiary’s assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosures should be made for this subsidiary if the definition of a discontinued operation is met. The Group will apply the amendments prospectively to all partial disposals of subsidiaries from 1 July 2009.

(vii) AASB 2008-7 Amendments to Australian Accounting Standards - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate (effective 1 July 2009)

In July 2008, the AASB approved amendments to AASB 1 First-time Adoption of International Financial Reporting Standards and AABS 127 Consolidated and Separate Financial Statements. The Group will apply the revised rules prospectively from 1 July 2009. After that date, all dividends received from investments in subsidiaries, jointly controlled entities or associates will be recognised as revenue, even if they are paid out of pre-acquisition profits, but the investments may need to be tested for impairment as a result of the dividend payment. Furthermore, when a new intermediate parent entity is created in internal reorganisations it will measure its investment in subsidiaries at the carrying amounts of the net assets of the subsidiary rather than the subsidiary's fair value.

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NOTE 1: New Accounting Standards and Interpretations cont’d.

(viii) AASB Interpretation 15 Agreements for the Construction of Real Estate (effective 1 January 2009)

AASB-I 15 clarifies whether AASB 118 Revenue or AASB 111 Construction Contracts should be applied to particular transactions. The Group intends to apply the interpretation from 1 July 2009. It has reviewed its current agreements for the sale of real estate in light of the new guidance and concluded that there would be no change to the accounting for these agreements if AASB-I 15 was adopted in the current financial year. Consequently, it does not expect to make any adjustment on the initial application of AASB-I 15.

(ix) AASB Interpretation 16 Hedges of a Net Investment in a Foreign Operation (effective 1 October 2008)

AASB-I 16 clarifies which foreign currency risks qualify as hedged risk in the hedge of a net investment in a foreign operation and that hedging instruments may be held by any entity or entities within the group. It also provides guidance on how an entity should determine the amounts to be reclassified from equity to profit or loss for both the hedging instrument and the hedged item. The Group will apply the interpretation prospectively from 1 July 2009.

(x) AASB 2008-5 Amendments to Australian Accounting Standards arising from the Annual Improvements Project (effective 1 January 2009)

This includes applying the revised pronouncement to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. The Group will apply the amended standard from 1 July 2009. None of the items in the financial statements are expected to be restated as the result of applying this standard.

(xi) AASB 2008-8 Amendment to IAS 39 Financial Instruments: Recognition and Measurement (effective 1 July 2009)

AASB 2008-8 amends AASB 139 Financial Instruments: Recognition and Measurement and must be applied retrospectively in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. The amendment makes two significant changes. It prohibits designating inflation as a hedgeable component of a fixed rate debt. It also prohibits including time value in the one-sided hedged risk when designating options as hedges. The Group will apply the amended standard from 1 July 2009. It is not expected to have a material impact on the Group’s financial statements.

(xii) AASB Interpretation 17 Distribution of Non-cash Assets to Owners and AASB 2008-13 Amendments to Australian Accounting Standards arising from AASB Interpretation 17

AASB-I 17 applies to situations where an entity pays dividends by distributing non-cash assets to its shareholders. These distributions will need to be measured at fair value and the entity will need to recognise the difference between the fair value and the carrying amount of the distributed assets in the income statement on distribution. The interpretation further clarifies when a liability for the dividend must be recognised and that it is also measured at fair value. The Group will apply the interpretation prospectively from 1 July 2009.

NOTE 2: FINANCIAL RISK MANAGEMENT

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

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NOTE 2: FINANCIAL RISK MANAGEMENT cont’d.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework and is currently formalizing the framework. Risk management is addressed and discussed in detail at each board meeting.

(a) Market risk

(i) Foreign exchange risk

The Group is exposed to minimal currency risks that are denominated in a currency other that the respective functional currencies of Group entities, primarily the Australian dollar (AUD) and US dollar (USD). The currencies in which these transactions primarily are denominated are AUD and USD.

(ii) Price risk

Price risk may also arise from the Company’s investments classified as available-for-sale. At balance date, the Company’s investment of this category is not material.

(iii) Interest rate risk

Interest rate risk for the Economic Entity is considered to be minimal. The Economic Entity had no interest attracting debts at 30 June 2009 and assets are managed with a mixture of short term and at call investments. All trade and other receivables are non-interest bearing.

The Economic Entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Financial Assets:

Cash 4.66 6.66 448,367 1,999,494 - - - - - - - - 448,367 1,999,494 Receivables - - - - - - - - - - 23,912 6,665 23,912 6,665

Total financial assets - - 448,367 1,999,494 - - - - - - 23,912 6,665 472,279 2,006,159

Financial Liabilities

Payables - - - - - - - - - - 305,657 784,296 305,657 784,296 Total financial liabilitities - - - - - - - - - - 305,657 784,296 305,657 784,296

TotalNon-interest Bearing

Weighted

Average

Effective

Interest Rate

$ $

Floating Interest Rate

$

Economic Entity

$% $

Fixed Interest Rate Maturing

Within a year 1 to 5 year Over 5 years

$

Parent Entity 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Financial Assets:

Cash 5.43 6.75 434,838 1,983,334 - - - - - - - - 434,838 1,983,334 Receivables - - - - - - - - - - 267,546 585,863 267,546 585,863

Total financial assets - - 434,838 1,983,334 - - - - - - 267,546 585,863 702,384 2,569,197

Financial LiabilitiesPayables - - - - - - - - - - 295,903 784,300 295,903 784,300 Total financial liabilitities - - - - - - - - - - 295,903 784,300 295,903 784,300

Total

$ $

Floating Interest Rate Non-interest Bearing

$$

Weighted

Average

Effective

Interest Rate

% $

Fixed Interest Rate Maturing

Within a year 1 to 5 year Over 5 years

$

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NOTE 2: Market risk cont’d.

The Company’s exposure to interest rate risk relates primarily to the Company’s cash and cash equivalents as detailed in the above table. Based on the financial instruments held at 30 June 2008, should the interest rate weaken/strengthen by 100 basis points against the effective interest rate, this would not have a material effect on the profit and loss.

(b) Credit risk

Credit risk is managed on a group basis. Credit risk is a risk of financial loss if the Economic Entity’s counterparties are failing to discharge their obligation in respect to the Economic Entity’s financial instruments held in those counterparties. Credit risk mainly arises from cash, cash equivalents, deposits with banks and receivables. The Economic Entity deposits its fund only with prudent banks and the management believes they are fully recoverable from the banks when due. There are no receivables past due but not impaired.

The Parent Entities credit risk predominantly lies with intercompany loans these loans have been impaired to the extent that they are non-recoverable. The carrying values at 30 June 2009 is deemed to be the recoverable amount from group entities.

Credit risk further arises in relation to financial guarantees given to certain parties (see note 25 for details). Such guarantees are only provided in exceptional circumstances and are subject to board approval.

The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised on the table below.


2009 2008 2009 2008

$ $ $ $

Cash at bank 448,367 1,999,494 434,838 1,983,334

Bond term deposits 432,145 797,534 277,145 680,627

Receivables 23,912 6,665 267,546 585,863

Bank Guarantees 46,556 46,556 46,556 46,556

(c) Liquidity risk

The Economic Entity and Parent Entity have prudent liquidity risk management which includes maintaining sufficient funds to meet operational expenses and its exploration expenditures when they are due for payment, and the availability of funding through an adequate amount of committed fund sources. The Economic Entity and Parent Entity manage liquidity risk by continuously monitoring forecast and actual cash flows.

The Directors of the Economic Entity and Parent Entity place high importance on capital raising strategies and investor relations. Strategies pursued include road shows, company presentation to fund managers and sophisticated investors and pursual of strategic partnerships.

Maturities of financial liabilities

The tables below analyse the Economic Entity’s and the Parent Entity's financial liabilities into relevant maturity based on the remaining period at balance date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

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NOTE 2: Liquidity Risk cont’d.

< 6

months 6-12

months 1-2

years 2-5

years > 5

years

Total contractual cash flows

Carrying amount

As at 30 June 2009 $ $ $ $ $ $ $

ECONOMIC ENTITY

Non derivatives

Non interest bearing 305,657 - - 46,556 - 352,213 305,657

Interest bearing - - - - - - -

Total non derivatives 305,657 - - 46,556 - 352,213 305,657

Derivatives Nil

PARENT ENTITY

Non derivatives

Non interest bearing 295,903 46,556 342,459 295,903



Derivatives Nil

< 6

months 6-12

months 1-2

years 2-5

years > 5

years

Total contractual cash flows

Carrying amount

As at 30 June 2008 $ $ $ $ $ $ $

ECONOMIC ENTITY

Non derivatives




Derivatives Nil

PARENT ENTITY

Non derivatives




Derivatives Nil For

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NOTE 2: FINANCIAL RISK MANAGEMENT cont’d.

(d) Fair value estimation

The fair value of financial instruments traded in active markets is based on quoted market prices at balance date. The quoted market price used for financial assets held by the Economic Entity and Parent Entity is the current bid price.

The carrying value less impairment of trade receivables and payables are assumed to approximate their fair values due to their short-term nature.

The fair value of financial assets and available-for sale financial assets is determined by reference to their actual value at reporting date.

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptions

The Economic Entity makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Income taxes

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations.

Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group estimates its tax liabilities based on the Group’s understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Given the Economic Entity is in exploration stage and resulted in losses for the financial year and the comparative year, were the actual final outcome (on the judgement areas) to differ by 10% from management’s estimates, the Economic Entity’s income tax liability would not be affected.

The Economic Entity does not recognise deferred tax assets relating to carried forward tax losses unless realisation is probable. However, the Group may utilise the unused tax losses in the future subject to the satisfaction to meet certain tests (continuity of ownership test or same business test) at the time the losses are recouped.

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NOTE 3: Critical accounting estimates and assumptions cont’d.

Rehabilitation obligation

The Economic Entity estimates the future rehabilitation costs of the exploration locations taking into consideration facts and circumstances available at balance sheet date. The

estimate is based on the expenditure required to undertake the rehabilitation and is closely aligned with the bonds required by the government agencies taking into account amounts already expensed.

Rehabilitation obligations of the Economic Entity have a carrying value as at 30 June 2009 of $206,000 (2008: $376,705).

(b) Critical judgements in applying the entity’s accounting policies

Exploration and Evaluation

Exploration expenditure is capitalised when either, costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively by its sale; or exploration and evaluation activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. In determining this, assumptions, including maintenance of title, ongoing expenditure and prospecitvity are made and in the event that these assumptions no longer hold then the expenditure may, in part or full, be expensed through the income statement in future periods.

The carrying amount of the Economic Entity’s exploration and evaluation assets as at 30 June 2009 is $4,824,468 (2008: $4,239,039).

Impairment of Intercompany Balances

Intercompany Balances are impaired to recoverable amounts based on the net asset positions of the subsidiaries.

The carrying amount of the impairment of wholly owned subsidiaries of the Parent Entities as at 30 June 2009 is $12,197,401 (2008: $10,199,527).

Fair Value of Assets acquired with Subsidiary

The fair value of assets and receivables acquired on business combination of ABM Resources Mocambique Limitada was determined to be the book value. Details can be found in Note 29.

NOTE 4: SEGMENT INFORMATION

Segment Information

The Group’s primary segment reporting format is geographic, as the group operates solely in the mineral exploration industry.

Geographical segments

The Group’s divisions operate in two geographical areas:

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NOTE 4: SEGMENT INFORMATION cont’d.

Australia

ABM NL and its consolidated entities operated predominantly in the mineral exploration industry in Australia.

Africa

ABM Resources NL and its consolidated entities carried out explorations in Mozambique and Zambia.

Geographical segments – primary reporting

Year ended Australia Africa Un-allocated Consolidated

30 June 2009 $ $ $ $

Segment revenue

Revenue - - 66,515 66,515

Intersegment elimination - - - -

Consolidated revenue - - 66,515 66,515

Segment result

Segment result (1,903,960) (2,171,847) 66,515 (4,009,292)


Profit before income tax (1,903,960) (2,171,847) 66,515 (4,009,292)

Income tax expense - - - -

Profit for the year (1,903,960) (2,171,847) 66,515 (4,009,292)

Segment assets and liabilities

Segment assets 5,071,932 28,555 880,512 5,980,999


Total assets 5,071,932 28,555 880,512 5,980,999

Segment liabilities (535,804) (9,754) - (545,558)


Total liabilities (535,804) (9,754) - (545,558)

Other segment information

Acquisition of property, plant and equipment and other non-current segment assets 13,610 4,452

-

18,062

Total acquisitions 13,610 4,452 - 18,062

Depreciation expense (145,321) (10,623) - (155,944)

Total depreciation (145,321) (10,623) - (155,944)

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Note 4: Geographical segments – primary reporting cont’d.

Year ended Australia Africa Un-allocated Consolidated

30 June 2008 $ $ $ $

Segment revenue

Revenue - - 192,185 192,185


Consolidated revenue - - 192,185 192,185

Segment result

Segment result (3,886,688) (800,036) 192,185 (4,494,539)


Profit before income tax (3,886,688) (800,036) 192,185 (4,494,539)

Income tax expense - - - -

Profit for the year (3,886,688) (800,036) 192,185 (4,494,539)

Segment assets and liabilities

Segment assets 4,541,645 2,015,972 2,797,028 9,354,645

Intersegment elimination (865,504) - - (865,504)

Total assets 3,676,141 2,015,972 2,797,028 8,489,141

Segment liabilities (1,235,061) (2,816,008) - (4,051,069)

Intersegment elimination 2,816,008 - - 2,816,008

Total liabilities 1,580,947 (2,816,008) - (1,235,061)

Other segment information

Acquisition of property, plant and equipment and other non-current segment assets 126,587 2,010 - 128,597

Total acquisitions 126,587 2,010 - 128,597

Depreciation expense (188,493) - - (188,493)

Total depreciation (188,493) - - (188,493)

NOTE 5: REVENUE


2009 2008 2009 2008

$ $ $ $

Interest received 66,515 192,185 59,491 183,476

TOTAL REVENUE 66,515 192,185 59,491 183,476

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NOTE 6: OTHER INCOME


2009 2008 2009 2008

$ $ $ $

Other income 23,869 52,857 17,919 38,401

Write Back Rehabilitation Provision 214,705 - 214,705 -

Forex Gain 150,069 - 155,486 -

Gain from sale of exploration, evaluation and development - 35,568 - 33,750

Gain/(loss) from sale of property, plant and equipment 7,244 4,887 7,244 796

TOTAL OTHER INCOME 395,887 93,312 395,354 72,947

NOTE 7: (a) EXPENSES


2009 2008 2009 2008

$ $ $ $

Finance cost

External 3 7 3 7

Total finance cost 3 7 3 7

Depreciation of non-current assets

Plant and equipment 141,598 179,002 86,587 68,862

Leasehold improvements 14,346 9,491 14,346 9,491

Total depreciation (Note 18) 155,944 188,493 100,933 78,353

Impairment other financial asset 23,750 - 23,750 -

Impairment Mozambique Assets 315,535 - 216,114 -

Impairment of loan receivables

Wholly owned subsidiary - - 1,754,241 125,732

Total Impairments 339,285 - 1,994,105 125,732

Forex loss - 77,310 - 77,039

Total forex loss - 77,310 - 77,039

Total other expenses 265,810 2,095,041 281,131

Superannuation expenses 72,706 95,876 72,263 91,420

Total Superannuation expenses 72,706 95,876 72,263 91,420

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NOTE 7: (b) SIGNIFICANT REVENUE AND EXPENSES

The following significant revenue and expense items are relevant in explaining the financial performance:


2009 2008 2009 2008

$ $ $ $

Other capitalised expenses

Direct exploration expenditure 1,291,232 2,883,942 1,045,898 2,765,522

Capitalised exploration expenditure (1,894,520) (4,078,384) (1,272,636) (3,943,811)

Impairment of capitalised exploration expenditure 2,272,645 1,418,216 700,624 1,403,618

Other expenses 292,632 289,175 237,344 294,918

Total other capitalised expenses 1,961,989 512,949 711,230 520,247

NOTE 8: INCOME TAX


2009 2008 2009 2008

a) Income tax expense $ $ $ $

Current tax - - - -

Deferred tax - - - -

- - - -

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NOTE 8: INCOME TAX cont’d.


2009 2008 2009 2008

b) Reconciliation of income tax expense to prima facie tax payable: $ $ $ $

Profit / (loss) before income tax (4,009,292) (4,494,539) (4,009,598) (4,494,539)

Prima facie income tax at 30%:

- economic entity (1,202,788) (1,348,361) - -

- parent entity - - (1,202,879) (1,348,362)

(1,202,788) (1,348,361) (1,202,879) (1,348,362)

Tax effect of amounts not deductible in calculating taxable income:

Losses of subsidiary companies assumed by parent under tax consolidation - - (15,408) (37,720)

Impairment of investments 71,959 - 71,959 -

Impairment loans from subsidiaries - - 470,867 240,011

Share based payments 150,882 524,324 150,882 524,324

Other permanent differences 477 15,725 569 15,725

(979,470) (808,312) (524,010) (606,022)

Deferred tax assets not brought to account 979,470 808,312 524,010 606,022

Income tax expense/(benefit) - - - -

The applicable weighted average effective tax rates are as follows: 0% 0% 0% 0%

The group made an election in order that the Australian companies will form a tax-consolidated group from 1 July 2003. As a consequence, transactions between the member entities will be ignored.

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Note 8: INCOME TAX cont’d.


2009 2008 2009 2008

c) Deferred Tax Liabilities $ $ $ $

Exploration and evaluation expenditure – Australia 1,428,835 1,253,206 1,362,156 1,190,552

Temporary differences – Australia - 4,418 4,525 8,943

1,428,835 1,257,624 1,366,681 1,199,495

Difference in overseas tax rates - - - -

Off-set of deferred tax assets (1,428,835) (1,257,624) (1,366,681) (1,199,495)

Net deferred tax liabilities recognised - - - -


d) Unrecognised deferred tax assets 2009 2008 2009 2008

arising on timing $ $ $ $

Tax losses – Australia 10,515,146 9,217,289 10,515,146 9,217,289

Tax losses – Mozambique 685,371 298,471 - -

Temporary differences – Australia 220,651 312,636 135,786 241,721

Expenses taken into equity 125,910 152,121 125,910 152,121

11,547,078 9,980,517 10,776,842 9,611,131

Difference in overseas tax rates - - - -

Off-set of deferred tax liabilities (1,428,835) (1,257,624) (1,366,681) (1,199,495)

Net deferred tax assets not brought to account 10,118,243 8,722,893 9,410,161 8,411,636

No deferred tax assets have been recognised as it is not probable that future tax profits will be available to offset these balances.

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NOTE 9: KEY MANAGEMENT PERSONNEL COMPENSATION

(a) Key management personnel compensation


2009 2008 2009 2008

$ $ $ $

Short term employee benefits 645,760 835,925 645,760 835,925

Post-employment benefits 58,271 74,415 58,271 74,415

Long-term benefits - - - -

Termination benefits - - - -

Share-based payments 590,202 1,117,003 590,202 1,117,003

1,294,233 2,027,343 1,294,233 2,027,343

(b) Share Based Payments


Issue Date Number of

Shares Issued

3 December 2008 Simon Rigby 0.008 800,000




Issued 2008

21 November 2007 Imants Kins 0.115 9,070,000

21 November 2007 Andrew Simpson 0.115 800,000

21 November 2007 David Reynolds 0.115 800,000

21 November 2007 Peter Heydon 0.115 3,396,800

21 November 2007 Jutta Zimmermann 0.115 4,055,000


(c) Equity Instruments

No options have been granted to directors or specified executives.

No shares were issued on exercise of remuneration options.

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Note 9: Equity Instruments cont’d.

Details of shares held directly, indirectly or beneficially by key management personnel and their related parties are as follows:

2009

Balance held nominally

1 July 2008 Received as

Compensation Options

Exercised

Net change

Other


30 June 2009

Imants Kins 18,543,000 - - 303,398 18,846,398

David Reynolds 800,000 - - - 800,000

Andrew Simpson 900,000 - - 303,398 1,203,398

Simon Rigby - 800,000 - - 800,000

Joe Ariti - - - - -

Peter Heydon 7,332,000 - - - 7,332,000

Jutta Zimmermann 7,198,256 - - 303,398 7,501,654

Harjinder Kehal 300,000 - - - 300,000

35,073,256 800,000 - 910,194 36,783,450

2008


1 July 2007 Received as

Compensation Options

Exercised

Net change

Other


30 June 2008

Imants Kins 9,473,000 9,070,000 - - 18,543,000

David Reynolds - 800,000 - - 800,000

Andrew Simpson 100,000 800,000 - - 900,000

Peter Heydon 2,000,000 3,396,800 - 1,935,200 7,332,000

Jutta Zimmermann 1,800,000 4,055,000 - 1,343,256 7,198,256

Harjinder Kehal 300,000 - - - 300,000

13,673,000 18,121,800 - 3,278,456 35,073,256

(d) Loans from directors and director related entities

No loans from directors and director related entities were available during the financial year and the comparative year.

(e) Other transactions with directors and director related parties

No other transactions with directors have occurred.

Other services

Ms M Kins, daughter of Mr Kins, was paid $9,590 as remuneration for services rendered to the Economic Entity during the year.

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Note 9: Other transactions with directors and director related parties cont’d.

The terms and conditions of the transactions with directors and director related parties and entities were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions with non-director related parties and entities on an arm’s length basis.

NOTE 10: AUDITORS’ REMUNERATION

Remuneration of the auditor of the Parent Entity for auditing or reviewing the financial report is as follows.


2009 2008 2009 2008

$ $ $ $

(a) Audit services

BDO Kendalls Audit & Assurance (WA) 39,149 42,955 39,149 42,955

Non BDO Kendalls audit firm - - - -

Total remuneration for audit services 39,149 42,955 39,149 42,955

(b) Non-audit services

BDO Kendalls Audit & Assurance (WA)

Tax compliance services 15,180 18,320 15,180 18,320

NOTE 11: LOSS PER SHARE

Economic Entity

2009 2008

$ $

(a) Net (loss) used in the calculation of basic LPS (4,009,292) (4,494,539)

(b) Weighted average number of ordinary shares used in calculating basic LPS 615,495,059 517,380,642

The Company does not have potential ordinary shares and therefore a diluted EPS is not presented.

NOTE 12: CASH AND CASH EQUIVALENTS


2009 2008 2009 2008

$ $ $ $

Cash at bank and in hand 75,450 46,096 62,318 29,936

Short-term bank deposits 372,917 1,953,398 372,520 1,953,398

TOTAL CASH AND CASH IN BANKS 448,367 1,999,494 434,838 1,983,334

The effective interest rate on short-term bank deposits ranged between 1.5% and 7.0% with a weighted average of 4.66%, these deposits have an average maturity of 45 days. The effective interest rate for cash at bank ranged between NIL and 5.95%.

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NOTE 13: TRADE AND OTHER RECEIVABLES


2009 2008 2009 2008

$ $ $ $

Current

Trade receivables - 1,508 - 1,508

Other receivables 23,912 5,157 23,912 5,157

Wholly owned entities – at cost - - 12,197,401 10,778,725

Impairment of receivables wholly owned subsidiaries - - (11,953,767) (10,199,527)

Total current 23,912 6,665 267,546 585,863

Non-current

Bond term deposits 432,145 797,534 277,145 680,627

NOTE 14: OTHER FINANCIAL ASSETS


2009 2008 2009 2008

$ $ $ $

Non-Current

Available for sale financial assets

Investment in subsidiary, at cost - - 631 -

Listed investments, at fair value shares in listed corporations 10,000 15,750 10,000 15,750

NOTE 15: OTHER CURRENT ASSETS


2009 2007 2009 2008

$ $ $ $

Prepayments 44,455 256,317 42,235 255,481

NOTE 16: CONTROLLED ENTITIES

Percentage Owned (%)

Controlled Entities Consolidated Country of

Incorporation 2009 2008

Parent Entity

ABM Resources NL Australia - -

Subsidiaries of ABM Resources NL

ABM Resources Operations Pty Ltd Australia 100 100

Rare Resources NL Australia 100 100

ABM Resources Mocambique Limitada Mozambique 67.33 40

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NOTE 17: INTEREST IN ASSOCIATE

Percentage Owned (%)

Interest in Associate Country of

Incorporation 2009 2008

Associate of ABM Resources NL

ABM Resources Mocambique Mozambique 67.33 40

The first audited financial report of ABM Resources Mocambique (ARM) is for the year 2007-2008. Official establishment in Mozambique occurred in the 2007-2008 financial year.

In June 2007 the Parent Entity has participated in the establishment of ABM Resources Mocambique in which it held a 40% interest with the aim to secure gold projects in Mozambique.

As at 30 June 2009 the parent company officially owned 67.33% of ARM shares and the company changed officially into a controlled entity on 11 September 2008, for further details refer to Notes 4, Note 17 and Note 30.

The following table shows the balances held by the Economic Entity in ARM as an associate.


2009 2008 2009 2008

Africa $ $ $ $

Current assets

Prepayments - 216,114 - 216,114

Non-current assets

Exploration, evaluation and development expenditures - 61,684 - 61,684

Loan to associate - 865,504 - 865,504

Total assets - 1,143,302 - 1,143,302

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NOTE 18: PROPERTY, PLANT AND EQUIPMENT


2009 2008 2009 2008

$ $ $ $

LAND AND BUILDINGS

Freehold land and buildings

at cost 5,611 5,113 2,612 5,113

Total land 5,611 5,113 2,612 5,113

PLANT AND EQUIPMENT

Plant and equipment

at cost 1,042,220 1,065,568 441,446 508,958

accumulated depreciation (864,421) (790,432) (292,653) (281,661)

Total plant and equipment 177,799 275,136 148,793 227,297

Leasehold improvements

at cost 43,038 43,038 43,038 43,038

accumulated depreciation (28,796) (14,450) (28,796) (14,450)

Total leasehold improvements 14,242 28,588 14,242 28,588

TOTAL PLANT AND EQUIPMENT 192,041 303,724 163,035 255,885

TOTAL PROPERTY, PLANT AND EQUIPMENT 197,652 308,837 165,647 260,998

Movements in Carrying Amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:

Freehold

Land Leasehold

Improvements Plant and

Equipment Total

2009 $ $ $ $

ECONOMIC ENTITY

Balance at the beginning of year 5,113 28,588 275,136 308,837

Additions - - 18,062 18,062

Acquired on business combination - - 33,809 33,809

Disposals (2,501) - (5,527) (8,028)

Foreign exchange movements - - 916 916

Depreciation expense - (14,346) (141,598) (155,944)

Carrying amount at the end of year 2,612 14,242 180,798 197,652

PARENT ENTITY


Additions - - 13,610 13,610

Disposals (2,501) - (5,527) (8,028)



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Note 18: Movement in Carrying Amounts cont’d.

Freehold

Land Leasehold

Improvements Plant and

Equipment Total

2008 $ $ $ $

ECONOMIC ENTITY


Additions - 25,189 103,408 128,597

Disposals - - - -



PARENT ENTITY


Additions - 25,189 103,408 128,597

Disposals - - - -



NOTE 19: EXPLORATION, EVALUATION AND DEVELOPMENT EXPENDITURE


2009 2008 2009 2008

$ $ $ $

AUSTRALIA

Costs carried forward in respect of areas of exploration and evaluation phases 4,177,355 1,444,875 3,968,508 1,356,003

Cost incurred during the year 747,912 3,189,275 647,586 3,054,702

Cost written off (100,799) (456,795) (13,890) (442,197)

4,824,468 4,177,355 4,602,204 3,968,508

AFRICA

Costs carried forward in respect of areas of exploration and evaluation phases 61,684 350,063 61,684 350,063

Acquisition of subsidiary 880,434 - - -

Cost incurred during the year 1,146,608 915,706 625,050 915,706

Forex Effect 83,120 - - -

Re-allocation to capital accounts - (242,664) - (242,664)

Cost written off (2,171,846) (961,421) (686,734) (961,421)

- 61,684 - 61,684

Ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on successful development and commercial exploration, or alternatively, sale of the respective areas of interest.

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NOTE 20: TRADE AND OTHER PAYABLES


2009 2008 2009 2008

$ $ $ $

CURRENT

Unsecured liabilities

Trade payables 40,055 439,811 40,055 439,811

Sundry payables and accrued expenses 130,249 215,624 120,495 215,628

Employee Entitlement Annual Leave 135,353 128,861 135,353 128,861

305,657 784,296 295,903 784,300

For liquidity risk refer to Note 2(c).

NOTE 21: PROVISIONS

Employee Entitlements

Mine Restorations

Long Service

Leave Total

$ $ $

ECONOMIC ENTITY

Opening balance at 1 July 2008 376,704 74,061 450,765

Additional provisions 46,500 (6,276) 40,224

Amounts used (120,006) (31,811) (151,817)

Unused amounts reversed (97,198) (6,494) (103,692)

Increase in the discounted amount arising because of the time and effect of any change in the discount rate - 4,421 4,421

Balance at 30 June 2009 206,000 33,901 239,901

PARENT ENTITY

Opening balance at 1 July 2008 252,204 74,061 326,265

Additional provisions - (6,276) (6,276)

Amounts used (120,006) (31,811) (151,817)

Unused amounts reversed (97,198) (6,494) (103,692)

Increase in the discounted amount arising because of the time and effect of any change in the discount rate - 4,421 4,421

Balance at 30 June 2009 35,000 33,901 68,901

Provision for Employee Entitlements

A provision has been recognised for employee entitlements relating to long service leave. The measurement and recognition criteria relating to employee benefits has been included in Note 1 to this report.

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Note 21: PROVISIONS cont’d.

Provision for Mine Restoration

A provision has been recognised for the cost to be incurred for the restoration of various mine sites based on the estimated cost. The estimated cost is determined to be the equivalent to the bonds provided to the relevant government departments reduced by restoration work completed. It is anticipated that the restoration work on the various sites will be completed within the next year.

NOTE 22: ISSUED CAPITAL


2009 2008 2009 2008

$ $ $ $

705,444,246 (2008: 562,244,664 fully paid ordinary shares 59,637,775 57,593,235 59,637,775 57,593,235

(a) Ordinary Shares

At the beginning of the reporting period 57,593,235 51,980,766 57,593,235 51,980,766

34,916,667 ordinary fully paid shares issued at 1.2 cents per share 419,000 - 419,000 -

9,526,677 ordinary fully paid shares issued at

1.648 cents per share 157,000 - 157,000 -

9,333,333 ordinary fullp paid shares issued at 1.2 cents each 112,000 - 112,000 -

40,086,699 ordinary fully paid shares issued at 1.2 cents each 481,040 - 481,040 -

48,536,206 ordinary fully paid shares issued at 1 cent per share 485,362 - 485,362 -

Valuation of ordinary fully paid shares released from escrow or issued at no cost 502,941 - 502,941 -

- 18,861,830 ordinary fully paid shares issued at no consideration - 1,646,405 - 1,646,405

- 21,000,000 ordinary fully paid shares issued at 10 cents per share - 2,100,000 - 2,100,000

- 2,788,104 ordinary fully paid shares issued at 0,538 cents per share - 150,000 - 150,000

- Valuation of ordinary fully paid shares released from escrow - 101,340 - 101,340

- 19,000,000 ordinary fully paid shares issued at 10 cents per share on 3 July 2008* - 1,900,000 - 1,900,000

Transaction costs relating to share issues (112,803) (285,276) (112,803) (285,276)

59,637,775 57,593,235 59,637,775 57,593,235

*These shares are measured at the fair value at grant date and recognised over the period during which the share holder becomes unconditionally entitled to the shares. The fair value at grant date is determined by the market value of the shares at issue date.

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Note 22: ISSUED CAPITAL cont’d.


Number of shares issued 2009 2008 2009 2008

At the beginning of reporting period 562,244,664 500,594,730 562,244,664 500,594,730

Shares issued during the year

- 21 November 2007 - 18,861,830 - 18,861,830

- 11 April 2008 - 21,000,000 - 21,000,000

- 18 April 2008 - 2,788,104 - 2,788,104

- 3 July 2008* - 19,000,000 - 19,000,000

- 28 October 2008 34,916,667 - 34,916,667 -

- 31 October 2008 9,526,677 - 9,526,677 -

- 3 December 2008 800,000 - 800,000 -

- 29 December 2008 9,333,333 - 9,333,333 -

- 24 February 2009 40,086,699 - 40,086,699 -

- 27 May 2009 48,536,206 - 48,536,206 -

At reporting date 705,444,246 562,244,664 705,444,246 562,244,664

At meetings of shareholders, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

*proceeds for the issue of 19,000,000 shares at 10 cents per share were received on 3 July 2008 and accounted for in the year ending 30 June 2008

(b) Options

At reporting date there were no options on issue.

(c) Capital risk management

The Economic Entities objectives when managing capital are to safeguard the ability to continue as a going concern. Consistently with other exploration companies this is achieved through capital raisings and strong broker support.

The Company has raised gross proceeds of $1,654,402 during the financial year and has announced on 27 August 2009 further capital raisings of up to $6,000,000 for the 2009/2010 financial year.

NOTE 23: RESERVES

(a) Available for Sale Asset Reserve

The asset revaluation reserve records revaluations of non-current assets. Under certain circumstances dividends can be declared from this reserve.

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NOTE 23: RESERVES cont’d.

(b) Foreign Currency Translation Reserve

The foreign currency translation reserve revaluation records the difference between the spot rate and the average rate for transactions in foreign currencies.

NOTE 24: CAPITAL AND LEASING COMMITMENTS

(a) Operating Lease Commitments

Non-cancellable operating leases contracted for but not capitalised in the financial statements.


2009 2008 2009 2008

$ $ $ $

Payable – minimum lease expenditure

- Not later than 12 months 38,715 77,841 38,715 77,841

- Between 12 months and 5 years 43,630 6,508 43,630 6,508

- Greater than 5 years - - - -

82,345 84,349 82,345 84,349

Property lease for ABM’s premises is a non-cancellable lease with a three-year term to 31 July 2012, with rent payable monthly in advance. One option exist to renew the lease at the end of the three-year term for an additional term of 3 years.

Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by 4% per annum which is accounted for on a straight line basis. The lease allows for subletting of all lease areas, two of the leased areas were terminated effective 31 July 2009.

(b) Exploration expenditure

In order to maintain current rights of tenure to exploration tenements, the Economic Entity and the Parent Entity are required to perform minimum exploration work to meet the minimum expenditure requirements specified by various State Governments. These obligations are not provided for in the financial report and are subject to renegotiation when application for a mining lease is made and at other times.


2009 2008 2009 2008

$ $ $ $

Payable – minimum exploration expenditure

- Not later than 12 months 557,000 557,000 557,000 557,000

- Between 12 months and 5 years 709,120 628,000 709,120 628,000

1,266,120 1,185,000 1,266,120 1,185,000

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NOTE 25: CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Estimates of the potential financial effect of contingent liabilities that may become payable


2009 2008 2009 2008

$ $ $ $

BANK GUARANTEE

The parent entity has provided a bank guarantee to third party in relation to the Business Card facility. A term deposit of the same amount secures this guarantee. 25,000 25,000 25,000 25,000

The parent entity has provided a bank guarantee to the lessor of the Nedlands premises. A term deposit of the same amount secures this guarantee 21,556 21,556 21,556 21,556

Environmental

The Economic Entity provides for all known environmental liabilities. While the Directors believe that, based upon current information, its current provisions for the environmental rehabilitation are adequate, there can be no assurance that material new provisions will not be required as a result of new information or regulatory requirements with respect to known sites or identification of new remedial obligations at other sites.

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NOTE 26: CASH FLOW INFORMATION

Reconciliation of Cash Flow from Operations with (Loss) after Income Tax


2009 2008 2009 2008

$ $ $ $

(Loss) after income tax (4,009,292) (4,494,539) (4,194,284) (4,494,539)

Non-cash investing and financing activities

Depreciation and amortisation expenses 155,944 188,493 100,933 78,353

Impairment of capitalised exploration expenditure 2,272,645 1,418,216 700,624 1,403,618

Capitalised exploration expenditure re-allocation - 242,665 - 243,244

Write back of Rehab Provision (217,205) - (217,205) -

Shares issued to employees 502,941 1,747,745 502,941 1,747,745

Net (gain)/loss on disposal of property, plant and equipment (7,244) (4,887) (7,244) (796)

Net (gain) on sale of exploration tenements - (35,568) - (33,750)

Impairment of investments 239,863 - 239,864 125,732

Forex (gain)/loss (4,405) 77,310 - 77,039

Minority Interest - - - -

Changes in assets and liabilities

(Increase)/decrease in trade and other receivables (82,104) 12,731 (17,878) 2,311

(Increase)/decrease in bonds - (16,021) - (13,371)

(Increase)/decrease in prepayments (4,251) (194,278) (2,867) (195,176)

(Increase)/decrease in trade and other payables and accruals (485,129) 348,657 (494,889) 352,607

(Decrease)/Increase in employee entitlements (33,668) - (33,667) -

(Increase)/decrease in provisions - (269,924) 1,754,241 (269,924)

Cash flow from operations (1,671,905) (979,400) (1,669,431) (976,907)

NOTE 27: EVENTS AFTER THE BALANCE SHEET DATE

On 17 July 2009 ABM enters into a loan agreement with Ochre Holdings Pty Ltd;

On 12 August 2009 ABM announced the formation of a strategic alliance with Tanami Gold NL, which involves the acquisition of all the Northern Territory tenements of Tanami Gold NL in the Tanami Provinces, subject to shareholder approval and other conditions being met.

On 17 August 2009 Mike Etheridge is appointed Non-Executive Chairman of the company effective from the date of the AGM and subject to shareholder approval;

On 27 August 2009 Darren Holden is appointed Managing Director of the company effective from the date of the AGM and subject to shareholder approval,

On 27 August 2009 ABM announces a capital raising of up to $6 Million where an amount of up to $4.5 Million is subject to shareholder approval

On 17 September 2009 ABM announces the completion of Tranche 1 of the capital raising, raising gross funds of $1.5 Million and the conversion of unlisted options into fully paid ordinary shares raising $5,000.

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NOTE 28: RELATED PARTY TRANSACTIONS

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

Transactions with related parties:

Controlled Entities

During the year loan transactions occurred between the Parent Entity and its wholly owned subsidiaries.


2009 2008 2009 2008

$ $ $ $

Loans to subsidiaries

- Beginning of the year - - 10,778,725 10,684,359

- Loans advances - - 1,772,744 184,869

- Loan repayments received - - (354,068) (90,503)

End of year - - 12,197,401 10,778,725

Transactions with related parties of key management personnel can be found in Note 9.

NOTE 29: BUSINESS COMBINATION

In June 2007 the Parent Entity has participated in the establishment of Ayr Resources Mozambique (“ARM”) in which it held a 40% interest with the aim to secure gold projects in Mozambique and subsequently acquired an additional share from Ayr Resources Africa which increased the company holding of ABM Resources to 67.33%, for no consideration. On 11 September 2008 the Mozambiquen government officially recognised the increased holding of 67.33% in ARM and a name change to ABM Resources Mocambique Limitada.

The parent entities share in the total contributed equity of US$ 754 is US$ 508 and leaves a minority interest of US$ 246. The functional currency for ARM is US Dollar and on consolidation its operations are translated at the exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the foreign operation. The foreign currency translation reserve per 30 June 2009 was AU$ 128,113 (2007 AU$ 0). The company, at the time of business combination, contributed US$ 886,570 (AU$ 1,101,297) to the loss of the economic entity, exploration, evaluation and development expenditure was fully impaired at 30 June 2009.

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NOTE 29: BUSINESS COMBINATION cont’d.

Details of net assets acquired are as follows: US$

Total purchase consideration -

Fair value of net identifiable assets acquired (refer below) 754

Less: Unrecognised minority interest (246)

Discount on acquisition 508

The assets and liabilities arising from the acquisition are as follows:

Acquiree’s

Carrying

Amount Fair Value

US$ US$

ASSETS

CURRENT ASSETS

Cash and cash equivalents 52,212 52,212

TOTAL CURRENT ASSETS 52,212 52,212

NON-CURRENT ASSETS

Property, plant and equipment 29,571 29,571

Exploration, evaluation and development expenditure 886,570 886,570

TOTAL NON-CURRENT ASSETS 916,141 916,141

TOTAL ASSETS 968,353 968,353

CURRENT LIABILITIES

Loan ABM Resources NL 967,599 967,599

TOTAL CURRENT LIABILITIES 967,599 967,599

TOTAL LIABILITIES 967,599 967,599

NET ASSETS 754 754

EQUITY

Issued capital 754 754

TOTAL EQUITY 754 754

NOTE 30: COMPANY DETAILS

The registered office of the Parent Entity is:

ABM Resources NL Level 1, 141 Broadway Nedlands WA 6009

The principal place of business is:

ABM Resources NL Level 1,141 Broadway Nedlands WA 6009

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DIRECTORS’ DECLARATION

85

The directors of the Parent Entity declare that:

1. the financial statements and notes, as set out on pages 43 to 84 are in accordance with the Corporations Act 2001:

(a) complying with Accounting Standards and the Corporations Regulations 2001; and

(b) give a true and fair view of the financial position as at 30 June 2009 and of the performance for the year ended on that date of the Parent Entity and Economic Entity;

2. the Executive Chairman and the Chief Financial Officer of the Economic Entity have each declared that:

(a) the financial records of the Economic Entity for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

(b) the financial statements and notes for the financial year comply with the Accounting Standards; and

(c) the financial statements and notes for the financial year give a true and fair view.

3. in the directors’ opinion there are reasonable grounds to believe that the Economic Entity will be able to pay its debts as and when they become due and payable.

4. The remuneration disclosures set out on pages 24 to 30 of the Directors’ report comply with Section 300A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Board of Directors.

Dated this 18th day of September 2009


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BDO Kendalls is a national association of

separate partnerships and entities. Liability

limited by a scheme approved under

Professional Standards Legislation.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ABM RESOURCES NL

We have audited the accompanying financial report of ABM Resources NL, which comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001 would be in the same terms if it had been given to the directors at the time that this auditor’s report was made.

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Auditor’s Opinion In our opinion: (a) the financial report of ABM Resources NL is in accordance with the Corporations Act 2001,

including: (i) giving a true and fair view of the company’s and consolidated entity’s financial position

as at 30 June 2009 and of their performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting

Interpretations) and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as

disclosed in Note 1. Material Uncertainty Regarding Continuation as a Going Concern Without qualifying our opinion expressed above, we draw attention to the matters discussed in Note 1. The company will have to seek additional funding if it is to continue as a going concern and carry out its exploration and evaluation activities. If the company is unable to obtain additional funding it may cast significant doubt about the company’s ability to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report. Material Uncertainty Regarding Recoverability of Deferred Exploration and Evaluation Expenditure Without qualifying our opinion expressed above, we draw attention to the matter disclose in Note 1. There is uncertainty as to the recoverability of the deferred exploration and evaluation expenditure assets of ABM Resources NL. The recoverability of the deferred exploration and evaluation expenditure assets is dependant upon the successful development and commercialisation of the underlying areas of interest or their sale. This significant uncertainty may cast doubt about the company’s ability to realise the asset at the values carried in the balance sheet. Report on the Remuneration Report We have audited the Remuneration Report included within the Directors’ Report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion, the Remuneration Report of ABM Resources NL for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001. BDO Kendalls Audit and Assurance (WA) Pty Ltd

BG McVeigh Director Dated this 18th day of September 2009 Perth, Western Australia

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ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

88

Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is set out below. The information was prepared based on share registry information processed up to 15 September 2009.

1. Shareholdings:

(a) Distribution of Shareholders

Number of Holders

Ordinary Shares Size of holding category (number of shares held)

1 – 1,000 30

1,001 – 5,000 110

5,001 – 10,000 201

10,001 – 100,000 927

100,001 and over 500

1,768

(b) The number of shareholders holding less than a marketable parcel is 254.

(c) The names of the substantial shareholders listed in the holding Company’s register are:

Shareholder Number of

Ordinary shares % Held of Issued Ordinary Capital

Firebird Global Master Fund (Citicorp Nominees Pty Ltd)

62,769,904 8.9

Jemaya Pty Ltd 66,003,812 9.36

Timothy King and controlled entities

43,487,148 6.16

(d) Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary shares

Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

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ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

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(e) 20 Largest Shareholders – Ordinary Shares

Name

Number of Ordinary Fully Paid

Shares Held % Held of Issued Ordinary Capital

1. Citicorp Nominees Pty Ltd 82,178,571 11.65

2. Jemaya Pty Ltd 53,903,812 7.64

3. Valentino Nom PL 29,085,254 4.12

4. HSBC Custody Nom Aust Ltd 26,492,699 3.76

5. Rexfam Cons Pty Ltd 18,881,667 2.68

6. Fotios, Michael George 15,399,389 2.18

7. CS Fourth Nom PLl 12,500,000 1.77

8. National Nom Ltd 12,478,216 1.77

9. King, Timothy John 12,366,241 1.75

10. Jemaya Pty Ltd 12,100,000 1.72

11. Credit Suisse Equities AU 10,000,000 1.42

12. Heydon, Peter 9,000,000 1.28

13. Chaleyer Holdings PL 9,000,000 1.28

14. Kins, Imants 8,767,500 1.24

15. Rexfam Trading Pty Ltd 7,726,554 1.10

16. Perth Select Seafoods Pty Ltd 7,599,054 1.08

17. Filmrim PL 7,000,000 0.99

18. Kins, Imants 6,802,500 0.96

19. Mancora Capital PL 6,110,971 0.87

20. Burges PL 6,080,000 0.86

353,472,428 50.12

2. The name of the Company Secretary is Jutta Zimmermann.

3. The address of the principal registered office in Australia is Level 1,141 Broadway, Nedlands, WA, 6009. Telephone: (08) 9423 9777.

4. Registers of securities are held at the following addresses:

Western Australia Security Transfer Registrars Pty Limited 770 Canning Highway Applecross WA 6153

5. Stock Exchange Listing:

Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited.

6. Unquoted Securities:

The company has issued a total of 46,867,340 unlisted options with an exercise price of 2 cents per share and an expiry date of 24 February 2011.

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ABM RESOURCES NL AND CONTROLLED ENTITIES · ABM RESOURCES NL ABN 58 009 127 020 AND CONTROLLED...

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Transcript of ABM RESOURCES NL AND CONTROLLED ENTITIES · ABM RESOURCES NL ABN 58 009 127 020 AND CONTROLLED...