Resolution 5 AGM

Resolution 5 -Approval Of Grant Of 1,500,000 Options To Pacific Road Capital
Management PTY as NOMINEE of Ms Susan Corlett .

Any one else think this is a bit much ?-See Below for reasoning !

Susan Corlett was the Nominee Director of PRC ABU's largest share holder.
Susan Corlett has left PRC & is no longer a Director on ABU's Board as of May 2017.
Noted in Specific Information 6.3-(required by listing Rule 10.15 )

1. a) The PERSON whom options will be granted if passed is Pacific Road Capital ?

Issues/Concerns
1) Pacific Road Capital is not a person so by wording definition alone is wrong .

2) It seems somewhat strange since Susan Corlett ( as stated by ABU the company )did not pay
Ms Corlett any cash remuneration for her Directors services.
Are we supposed to believe Ms Susan Corlett would not want the option to exercise the options
as Brett Smith clearly is ? !
Interesting that replacement nominee Director Mr Mark Faul representing PRC interests
on the ABM Resources BOD is not seeking or being offered options ?
What is PRC internal policy with regard Directors representing PRC interests as nominee
directors receiving options ?, if its against PRC internal policy for nominee directors to receive
options why then is PRC taking up the options, this would seem hypocritical if this were the
case scenario.
When things don't logically add up imo somethings not right & this one does not seem to add up !

3) By issuing 1.5 million options to PRC as nominee of Susan Corlett a round robin
situation arises -PRC is a share holder just the same as every one else is & what this
effectively means is -see below
PRC -Holds 68,080,809 shares in ABU-equivalent of 18.15% of the registry.
By ABU issuing 1,500,000 options to PRC represents a 2.203 % increase in PRC
holdings upon conversion of options to shares .

4) PRC is a share holder like the rest of us & On the basis that all existing share holders
are not also being offered 2.203% of our holdings as options -this resolution
can't be determined as fair & equitable to all ABU share holders -& as such
IMO should be withdrawn from resolution prior to the AGM.

See below section 6.2 third paragraph explanatory notes Reason For Approval
Also noted section 211 of the corporations act REMUNERATION & REIMBUREMENT
is considered by the company-ABU to apply to the proposed grant of options to PRC
as nominee of Ms Corlett & as such the company is not seeking the approval of the
share holders for the purpose of chapter 2e of the corporations act.

CORPORATIONS ACT 2001 - SECT 211 Remuneration and reimbursement for officer or employee
Benefits that are reasonable remuneration
(1) Member approval is not needed to give a financial benefit if:
(a) the benefit is remuneration to a related party as an officer or employee of the following:
Pacific Road Capital is not is not a related party, PRC is a Dedicated Mining PRIVATE
Equity Specialist -Whom nominated Susan Corlett as their represented Director on the
Board of ABM Resources -PRC imo is not entitled to receive 1.5 million said options,
see below

Definitions Corporations Act -Related Party -Relative mce-anchor"relative", in relation to a person,
means the spouse, parent or remoter lineal ancestor, son, daughter or remoter issue, or brother or
sister of the person.

CORPORATIONS ACT 2001 - SECT 211 Remuneration and ... - AustLII

1) It would appear that the act has been misinterpreted & therefore the company ABU
does need share holder approval.
PRC is a Private Equity Specialist & Susan Corletts contractual employer & not a relative.

2) This issue of 1.5 million options to PRC On the basis that all existing share holders are not also
being offered 2.203% of our holdings as options -this resolution can't be determined as
fair & equitable to all ABU share holders -& as such IMO should be withdrawn from
resolution prior to the AGM.

Something clearly is not right here I would ask ABU management & PRC to review
resolution 5 & to seriously consider withdrawing it prior to ABM's AGM.
imo -salt

P.S-Also for reference Chapter 2E of the Corporations Act provides that for a public company
or its controlled entities to give a financial benefit to a related party,
either: shareholder approval must be obtained; or. the giving of the financial benefit must
fall within one of the exceptions listed in sections 210-216.Apr 21, 2011

Therefore shareholder approval must be obtained as it does not fall within the exception
quoted listed in sections section 211 of the corporations act .Apr 21, 2011

imo- salt