---

Exhibit 4.mm









February 1, 2008



JB Engineering Ltd.

5995 Dunbar Street

Vancouver, British Columbia

V6N 1W8



Attention: Mr. Byron Richards



Dear Sirs,



This letter will serve to confirm that Mr. J. B. Richards held the office of Vice President, Engineering of Kimber Resources Inc. (the "Company") from March 15, 2002 to January 31, 2008, and that JB Engineering Ltd. (the"Consultant") has provided Mr. Richards services to the Company.  It is intended that Mr. Richards will continue to spend a significant amount, but less, time and attention on the business and affairs of the Company.



It is the Company's desire to have the Consultant continue to provide engineering and other project related services in connection with the Company's mining projects (the"Services").  This letter will serve to confirm the terms and conditions under which the Company has engaged the Consultant:



(a)

The Consultant has been engaged by the Company to provide the Services to the Company since February 21, 2000.



(b)

During the term hereof the Consultant has employed and will continue to employ J. Byron Richards to personally perform or supervise the performance of the Services and since September 1st, 2002 Mr. Richards has devoted substantially all of his working time to the performance of the Services and the Consultant has invoiced the Company and been paid various amounts as agreed from time to time.



(c)

As of the date hereof the Consultant is charging and the Company is paying to the Consultant for the Services, of Mr. Richards, as per the JB Engineering Ltd. Schedule of Fees, Charges and Conditions of Agreement attached hereto as Schedule A. The consultant does not guarantee more than 40% of Mr. Richards working time in any two week interval, but will make best efforts to provide time as needed on an urgent basis, except when such time is not available due to exceptional circumstances.  The company agrees to utilize the Consultant for a minimum of 70 hours per month of Mr. Richards time.



(d)

The Company is also paying to the Consultant for software usage according to the attached fee schedule, and for reasonable expenses incurred by the Consultant in the performance of the Services.



(e)

This agreement became effective September 1, 2002 and continues thereafter on a month to month basis until terminated by either party on 90 days written notice to the other party or until such time as Mr. Richards ceases to be able to perform the Services due to a continuing medical condition that makes it impossible for him to perform the services.



(f)

In the performance of the Services to the Company hereunder the Consultant is an independent Consultant and not an employee of the Company.  As such, The Consultant will have full and complete discretion in determining the manner, times and places for the performance of such services.  As an independent Consultant, the Consultant will be responsible for collecting and remitting applicable GST and the payment of all income taxes and Canada Pension Plan contributions attributable to any payments made pursuant to this Agreement or otherwise payable by the Consultant and for maintaining BC Workers Compensation Board coverage.



(g)

The Consultant shall keep the Company fully advised and informed at all times with respect to the progress of the Services and the results obtained therefrom.  The Consultant shall promptly notify the Company in writing of all accidents, claims (including, without limitation, asserted liens and other encumbrances) and losses arising out of or in connection with the Services.  The Consultant shall maintain true and correct sets of records in connection with the Services and all transactions related thereto.  Such records shall be retained for a period of not less than 10 years after the date of completion of the Services.



(h)

The Consultant agrees during the term of this agreement and thereafter to indemnify and save harmless the Company from and against any and all manner of actions, claims and demands which may be made against them in respect of any fees, assessments, contributions, levies, rates, taxes or other charges made, demanded, assessed or otherwise claimed by any provincial or federal government or other body of competent jurisdiction in respect of any monies paid to the Consultant pursuant to this agreement.



(i)

The Company acknowledges that the Consultant does not maintain comprehensive general liability or errors and omissions insurance, and the Company acknowledges that the Consultants liability for any errors and omissions is limited to the fees paid for the specific work in question.



(j)

The Company will provide office space for Mr. Richards for the performance of the Services.  To the extent that the Consultant utilizes such office space for the provision of services to third parties the Consultant will pay to the company a reasonable pro-rata share of the rent for such office space.  The Consultant will continue to provide its own office furnishings.



(k)

The Consultant and will treat all information provided by the Company, or obtained by the Consultant in any manner whatsoever relating to the Company, before, during or after the performance of the Work, as confidential (hereinafter referred to as the Confidential Information), and except as herein provided will not disclose the Confidential Information to any third party.



(l)

The Consultant will not use the Confidential Information in any way detrimental to the Company and will not directly or indirectly use the Confidential Information for any purpose other than the performance of the Services hereunder.



(m)

All Confidential Information furnished to or obtained by the Consultant is and will remain the confidential property of the Company.



(n)

The Consultant need not keep confidential hereunder, (i) any Confidential Information that it can demonstrate was rightfully in its possession prior to the disclosure by the Company, (ii) any Confidential Information that is or hereafter becomes properly and legally generally available to the public, or (iii) any Confidential Information provided to the Consultant by a third party under no obligation of confidentiality to the Company.







---









(o)

The Consultant, its directors, officers and employees, will abide by the terms of the Companys corporate policies, including its Code of Conduct and Insider Trading Policy, copies of which are attached hereto as Schedule B.



(p)

This letter Agreement will be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein.



(q )

This letter Agreement contains the entire agreement between the Company and the Recipient concerning the provision of the Services, and no modification of this Agreement or waiver of the terms and conditions hereof will be binding unless approved in writing by the Company and the Consultant.



(r)

This letter Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.



(s)

Time is of the essence of this letter Agreement.



(t)

This Agreement may be executed in two counterparts each of which shall be deemed an original (and any counterpart transmitted by facsimile or electronic mail shall be deemed an original) and such counterparts shall together constitute one and the same Agreement and notwithstanding their date of execution shall be deemed dated as of the date set out on the first page of this letter Agreement.



(u)

Schedule A shall, except to the extent inconsistent with the terms specifically set out in this letter Agreement and not deleted form part of this letter Agreement.







If the terms of this letter are acceptable to you would you please sign and return the enclosed copy of this letter.





Yours truly,

Kimber Resources Inc.

Accepted and agreed

JB Engineering Ltd.



Gordon Cummings

J. B. Richards



per:_____________________

per:_______________________

Gordon Cummings, President

J. Byron Richards, President



Page 3





---





SCHEDULE ATO

LETTER AGREEMENT

DATED FEBRUARY 1ST, 2008

BETWEEN

JB ENGINEERING LTD. (CONSULTANT)

AND

KIMBER RESOURCES INC. (COMPANY)









JB ENGINEERING LTD

SCHEDULE OF FEES, CHARGES

AND CONDITIONS OF AGREEMENT



January 2008





PROFESSIONAL FEES



J. Byron Richards

$100. per hour.





Time spent in either local or inter-city travel, when travel is in the interest of the work, will be charged in accordance with the above fee schedule;  when travelling by public carrier time outside of normal business hours will be charged at 1⁄2 rate.



REIMBURSABLE EXPENSES



A

All charges for miscellaneous outside costs are computed on the basis of cost.



B

The following will be charged at the rates given below.



1.

Transportation by personal vehicle at $0.60 per km plus expenses, wherever required for  project use.



2.

Software usage for mapping and resource / reserve estimation.

GRIDGS

Generate surface grid:



$200/final grid

GRIDPRF

Generate profiles from grids

$20/profile

POLYAR   Generate polygon plans:

$50plan

Pit Optimizer:

$400/run

BKTNGRTons and Grade addup:

$150/run

AutoCad without operator:

$15/hour



Fees and charges may be changed on two weeks notice.



GENERAL SCOPE OF SERVICES



JB Engineering Ltd provides a consulting service in mine project development, property evaluation, underground bulk sampling, exploration programs, and geological engineering, including hand and computer generated plans, sections, and ore reserve estimates.  We undertake and execute all assignments with presently accepted engineering practices and grant no warranty, either expressly or implicitly, as part of performance of our work.



LIABILITY INSURANCE



JB Engineering Ltd. carries workers compensation, but not comprehensive public liability insurance. Neither JB Engineering Ltd., or J.B. Richards carry professional liability (errors and omissions) insurance.  Professional liability insurance will be purchased at the clients request and for the clients cost if required.  In any case of error or omission, the client agrees that the liability of JB Engineering Ltd. or J.B. Richards is limited to the fees charged for the specific work questioned.



FORCE MAJEURE



Both the Client and JB Engineering Ltd are excused from default of performances brought about by conditions entirely beyond the control of either, such as war, strikes, riots, civil insurrection and similar events.



RIGHT OF ENTRY



The Client will arrange and make provision for entry and ready access on the land for us to execute the planned drilling, surveys and other exploration.   We will take reasonable precautions to minimize damage to the land from use of equipment, but have not included in our fee the cost of repairing damage which may result from our operations.   Restoration and rehabilitation is not part of our expertise and may require the employment of outside contractors and/or consultants at the clients expense.



DATA  AND WORKING PAPERS



All data supplied by the Client, or gathered by JB Engineering Ltd for the Client in the course of an assignment remains the confidential property of the client.  Copies of the data, either paper or digital and working papers and notes upon which the conclusions drawn are based are the property of JB Engineering Ltd.  JB Engineering Ltd will retain all such material for a period of ten years, after which it may be destroyed.





Page 5





---





SCHEDULE B

TO

LETTER AGREEMENT

DATED FEBRUARY 1ST, 2008

BETWEEN

JB ENGINEERING LTD. (CONSULTANT)

AND

KIMBER RESOURCES INC. (COMPANY)





SECTION 26  CODE OF CONDUCT





|   |                                                                                                             |   
|-- | ----------------------------------------------------------------------------------------------------------- | --
|1  | Introduction ........                                                               | 3 
|2  | Purpose of Code..                                                                   | 3 
|3  | Application of Code........                                                            | 3 
|4  | Health & Safety...                                                                  | 4 
|5  | Respect for Kimber Personnel.........                                                      | 4 
|6  | Respect for Local Peoples...                                                            | 4 
|7  | Compliance with the Law...                                                              | 4 
|8  | Facilitation Payments..                                                               | 5 
|9  | Entertainment and Gifts..                                                              | 6 
|10 | Selection of Suppliers and Contractors...                                                    | 6 
|11 | Financial Records                                                                                           | 6 
|12 | Conflicts of Interest.                                                               | 7 
|13 | Outside Activities                                                                                          | 8 
|14 | Improper Influence  External Auditor...                                                     | 8 
|15 | Trading in Securities of Kimber..                                                         | 8 
|16 | Confidential Information.                                                              | 9 
|17 | Use of Corporate Facilities, Equipment, Supplies, Information and
Opportunities.. | 10
|18 | Hiring of Relatives.                                                                | 10
|19 | Reporting Illegal or Unethical Behaviour (Whistle Blowing)...                                        | 10
|20 | Compliance with Corporate Policies.                                                        | 13
|21 | Management Override of Company Policy or Internal Controls                                                  | 13
|22 | Waivers                                                                                                     | 13
|23 | Annual Certification...                                                              | 13
|   | Appendix A                                                                                                  | 14



1.

Introduction



Kimber Resources Inc. (Kimber) expects all directors, officers and employees of Kimber and its subsidiaries (collectively the Company and all such directors, officers and employees collectively Kimber personnel) to adhere to a high standard of personal and professional integrity and to avoid any conduct that might reflect unfavourably upon Kimber personnel or upon the Company.



The Companys reputation will be a direct result of the integrity and competence of the people who conduct its business.  Every Company director, officer and employee is a representative of the Company in his or her relationship with others including suppliers, contractors, customers, other employees, governments, investors, competitors, and the general public.  The Companys business goals are important and demanding, but they must be achieved honestly and ethically.



Page 6





---









With these qualifications in mind, the Board of Directors of Kimber has adopted this Code of Conduct which sets forth the standards of behaviour which the Company requires of Kimber personnel.



Directors, officers and employees are encouraged to discuss the application of this Code to specific circumstances, and are required to report any contravention of the Code to the Business Ethics Officer of Kimber.



2.

Purpose of the Code



This Code is to inform Kimber personnel of the ethical and business standards that the Company requires Kimber personnel to adhere to.  It also covers procedures to be followed when there is uncertainty as to the right way to behave.  While this Code covers the majority of circumstances individuals are likely to encounter, it cannot and does not attempt to provide a set of instructions for every situation.  There is no substitute for Kimber personnel having a well-developed sense of right and wrong.



3.

Application of the Code



The provisions of this Code are mandatory and apply to Kimber, its subsidiaries, all Kimber personnel and to joint-ventures managed by the Company.



Subsidiary companies are expected to adopt the Code and to disseminate its provisions to their employees.  It will be the responsibility of the Chief Executive Officer of any subsidiary company to ensure that the provisions of this Code are complied with by that subsidiary and its directors, officers and employees.  Compliance is expected under all circumstances.  All Kimber personnel who have executive or managerial responsibilities are expected to ensure that the provisions of this Code are communicated to all employees reporting to him or her and must report any contravention of this Code promptly to the Business Ethics Officer of Kimber.  The Code affirms in specific terms the Companys commitment to uphold high moral and ethical standards and sets out basic behavioral standards required of those conducting its business.



Overzealousness, good intentions the seeking of legal advice on anything other than a timely basis will not excuse violations of this Code.  While the Companys activities are subject to a variety of laws, legal standards and customs in the jurisdictions in which it operates, the Board of Directors of Kimber believes that honesty, integrity and fairness are the essential standards to be observed.



Actions, or failure to act, in contravention of the Code will be considered as unauthorized and outside the course of employment and will be subject to disciplinary actions, which may include dismissal for cause.  The Company will not indemnify Kimber personnel for their costs which arise out of such conduct.



4.

Health and Safety



All Kimber personnel will give the highest priority to the health and safety of their fellow employees, those who work with them, and the general public. The Companys approach to health and safety is governed by the Companys Occupational Health & Safety Policy and the committee of the Board of Directors of Kimber charged with that responsibility.



5.

Respect for Kimber Personnel



Page 7





---







The Company and its management and supervisory personnel will treat all Kimber personnel with respect, regardless of their race, national origin, religion, gender, sexual orientation, or any disability.  No abusive or harassing conduct, including unwelcome sexual advances, will be tolerated.



6.

Respect for Local Peoples



The Company, its management, and employees will treat the communities within which it operates, their people and their culture, with respect, and the well-being of those peoples will be a principal concern of the Company. The Company will work with the people of the communities in which it operates towards a mutually beneficial relationship.



7.

Compliance with the Law



Kimber personnel will comply with all legal requirements applicable to the Companys business including The Corruption of Foreign Public Officials Act of Canada and the Foreign Corrupt Practices Act of the United States.  Agreements or arrangements need not necessarily be in writing for contravention to be inferred from the conduct of the parties.  If this Code does not cover a particular situation or if the application or interpretation of a local law is uncertain, or in circumstances where the proper course of ethical conduct is unclear, Kimber personnel should seek the assistance of their superior or, if a director, from the Board of Directors of Kimber who or which, if necessary, should seek competent legal advice from either a lawyer retained by such superior or Board of Directors or from Kimbers counsel.  If there is not sufficient time to obtain such advice, Kimber personnel should conduct themselves in a manner they would not hesitate to have fully and publicly disclosed.  Supervisors, on learning of any contravention of this Code, shall take appropriate corrective action.  Ignorance of the law is not a defense.



8.

Facilitation Payments



Except in the exceptional circumstances listed below, no unlawful or otherwise improper payment or gift is to be made or offered with a view to assisting Kimber to obtain or retain business, to affect the enactment or enforcement of any laws, or otherwise to obtain favours.



In some countries, public officials may expect facilitating payments for performing routine functions.  Such payments are illegal and Kimber personnel may not make them. The only exceptions are facilitating payments made to expedite or secure performance by a foreign public official of any act of a routine nature that is part of that persons duties or functions, provided that such payment may not be made to influence a decision to award new business or to continue doing business with a particular party. Examples of facilitating payments that may be made in exceptional circumstances are payments for:



a)

passage at a police road block where payment is required to continue a journey;

b)

issuance of a permit, license or other  document to qualify a person to do work;

c)

processing of official documents;

d)

provision of services normally offered to the public; and

e)

provision of services normally provided to the public such as police protection, loading/unloading of cargo, protection of commodities from deterioration or scheduling of inspections related to contract performance or transit of goods.



If Kimber personnel are required to make any facilitating payment to a public official, the payment and the circumstances must be documented in a written report, which must be delivered to the President of Kimber or its legal counsel.



Page 8





---







9.

Entertainment and Gifts



Kimber personnel shall not offer, or furnish on behalf of the Company, extravagant gifts or excessive entertainment or benefits to others.

Modest gifts, reasonable entertainment and other courtesies may be extended by appropriate Kimber personnel to persons or entities doing business or otherwise having dealings with the Company.



No gift or entertainment should be of such value as to constitute a real personal enrichment of the recipient.  Public scrutiny of the gift, entertainment or courtesy should not be embarrassing or reflect unfavourably upon the Company or the recipient.



10.

Selection of Suppliers and Contractors



Kimber personnel are required to select and deal with suppliers, customers and others doing or seeking to do business with the Company in a completely impartial manner, without favour or preference based upon any considerations other than the best interests of the Company.Kimber personnel must not use their position to obtain personal gain or benefit from other Kimber personnel or from those doing or seeking to do business with the Company.



Kimber personnel must not seek or accept, directly or indirectly, any gifts, payments, services, loans or other benefits from a supplier or other individual or entity that does or seeks to do business with, or is a competitor of, the Company.  This prohibition does not extend to the borrowing on commercial terms from entities in the business of lending and does not prevent Kimber personnel from accepting modest gifts, favours, or entertainment provided the conditions set forth in Section 9 (Entertainment and Gifts) are met.  No gift, favour or entertainment shall be of such nature as might affect, or reasonably be thought by others to affect, a persons judgment or conduct in matters involving the Company.



11.

Financial Records



The Companys books, records and accounts must reflect, in an accurate and timely manner, all of the Companys transactions fairly and in reasonable detail in accordance with a high standard of integrity and generally accepted accounting principles.



Appropriate records must be kept of all transactions and there are to be no cash funds, bank accounts, investments or other assets which are either not recorded or inadequately recorded on the books of the Company.  No payment is to be approved without reasonable supporting documentation.

Individuals and entities with whom the Company deals may request that commissions, service fees and other payments be remitted to third persons or bank accounts in third countries.  Such payments may be made only if (i) the amount payable does not arise from artificial additions to normal pricing; (ii) payment is authorized in writing by the individual or entity earning the commission; fee or other payment; (iii) payment is made to the same individual or entity to which it is owed or to an affiliate under common ownership, (iv) payment will not knowingly violate applicable law and (v) the payment is fully recorded.



Frank disclosure is to be made to all reasonable enquiries by Kimbers auditors and legal advisors.



12.

Conflicts of Interest



Although Kimber personnel are entitled to privacy in their personal affairs, they have a duty to manage their outside interests, activities and influences so that they do not impair the exercise of their independent judgment, fiduciary responsibility, initiative or efficiency in acting for the Company, or expose themselves and/or the Company to legal liability or public criticism.



Page 9





---









All Kimber personnel shall disclose promptly and in writing any personal situation or transaction which is or may be in conflict with the intent of this Code. Disclosure shall be made to the President or Secretary of the Kimber.  The President or Secretary shall determine what action, if any, should be taken by such Kimber personnel and shall recommend that action in writing.



If a conflict exists, and there is no failure of good faith on the part of Kimber personnel, it will be the Companys policy to allow a reasonable amount of time for them to correct the situation in order to prevent undue hardship or loss to them.  Decisions in this regard shall, however, be within the sole discretion of the Companys management, whose first concern must be the interests of the Company.



Potential conflicts of interest are so varied that it is impracticable to establish universal criteria in this Code as to what constitutes a prohibited conflict of interest.



Set forth below are some of the more common situations which involve a conflict of interest and which Kimber personnel should avoid unless prior written approval has been obtained from the President or Secretary of Kimber or the Chief Executive Officer of any of its subsidiaries; which approval shall only be given if, in the reasonable opinion of such officer, it will not result in a detriment to the Company.



-

a partnership, profit sharing arrangement, creditor/debtor relationship with any company or individual having a business relationship with the Company;



-

any Kimber personnel or member of their immediate family serving as an agent, representative, director, officer, or employee of, or consultant to, any company (other than a subsidiary of Kimber) or individual having a business relationship with the Company;



-

the acceptance of any loan or other financial benefit from any company or individual having a business relationship with the Company (other than borrowing on commercial terms from entities in the business of lending).



-

the holding, directly or by a member of Kimber personnels immediate family, of a substantial financial interest in any business entity that does or seeks to do business with, or is in competition with the Company (a substantial financial interest will be presumed where ownership is in excess of 1% in a company traded on a stock exchange and the investment constitutes more than 5% of such member of Kimber personnels total assets or where an ownership interest in any other business contributes more than 10 % of the annual income of the Kimber personnel and his or her immediate family.)  The above does not apply to companies used by staff members to sell their personal services to the Company.





13.

Outside Activities



The Company commends part-time participation by Kimber personnel in public service and management will, whenever applicable, approve and support such activity.  Kimber personnel should, however, ensure that they do not participate in organizations or groups whose objectives are opposed to those of the Company.  They should obtain approval of management before assuming any office or directorship or participating in any activity that would tend to deprive the Company of the time and attention required of the Kimber personnel to perform his or her duties to the Company properly.



14.

Improper Influence  External Auditor



Page 10





---









Kimber personnel must never improperly influence or attempt to improperly influence any person acting as an external auditor of Kimber.



15.

Trading in Securities of Kimber



Kimber personnel are encouraged to invest in Kimbers shares.  Kimber personnel and members of their immediate families, however, must avoid trading in shares of Kimber or of any company in a special relationship with the Company, when in possession of confidential material information which, if generally available, would reasonably be expected to have a significant effect on the market price or value of Kimbers shares or the shares of the company in a special relationship with the Company.  Such activity is self-evidently unethical, and in many jurisdictions, illegal.

Kimber personnel shall not purchase or sell securities of Kimber while in possession of material information concerning the Company or a company in a special relationship with the Company that has not previously been disclosed to the public, nor, except in the necessary course of business, shall Kimber personnel inform any individual or entity of any such material information (see Kimbers Insider Trading Policy).



Specific confidential information that could be material would include information concerning a significant mineral discovery, drill results, economic appraisal, unpublished sales or earnings figures, a stock split, proposed merger or acquisition, a change in dividend policy, a technical

advance of unusually economic significance, or any other information, favourable or unfavourable, which has not been generally disclosed, to the investing public for at least one full trading day and which, when disclosed, would reasonably be expected to affect the market price or value of Kimbers shares.



A company is deemed to be in a special relationship with the Company if the Company owns directly or indirectly 10% or more of the shares of that company, is proposing to make a take-over bid for that company, become a party to a reorganization, amalgamation, merger, arrangement or similar business combination with that company, or acquire a substantial portion of that companys property.



Securities laws in the various jurisdictions are complex and diverse and quasi-criminal and civil sanctions are imposed upon those who breach such laws.  Kimber personnel should consult Kimbers legal counsel or legal staff of the local business unit if there is any question as to the application or interpretation of the law relating to insider trading.



These provisions shall also apply to trading in shares of any publicly traded subsidiary or affiliated company of Kimber.

16.

Confidential Information



Unless previously published, the Companys technical, commercial, and financial information is proprietary and confidential and Kimber personnel are prohibited from revealing such information, except where disclosure is deemed to be in the best interest of the Company, without proper authorization.Much of this information, including technical data such as drill results, commercial information such as negotiations which are in progress, and other information which could affect Kimbers share price, must not be revealed under any circumstances until it has become public knowledge.



Kimber personnel must not disclose to the Company any proprietary information or trade secrets of any former employer or other person or entity with whom obligations of confidentiality exist.  Similarly, they have a continuing obligation to protect confidential information after their employment or other business relationship with the Company has terminated.



Page 11





---









17.

Use of Corporate Facilities, Equipment, Supplies, Information and Opportunities



Kimber personnels access to Company facilities, equipment and supplies is made solely so that they may be used within the limits of his or her authority for the advancement of the Companys business and not otherwise.The Company has valuable resources in the form of tangible assets such as materials, supplies and equipment and intangible assets such as services, computer systems and confidential information which are for use in the Companys business.  Except for the occasional and reasonable use of the Companys office equipment, Kimber personnel must not make personal use of corporate information or assets without prior approval of their superior.



If a corporate opportunity related to the Companys business becomes available to any member of Kimber personnel, either directly or indirectly, such Kimber personnel may not accept such corporate opportunity for his or her own account or directly or indirectly offer such corporate opportunity to any other person in each case without first offering such corporate opportunity in writing to the Company (to the attention of the President of Kimber).  The Company shall communicate its decision as to whether or not it intends to accept the corporate opportunity by written notice to such Kimber personnel.  Only if the Company declines such corporate opportunity in writing are such Kimber personnel permitted to offer such corporate opportunity to a third party and only on the same terms and conditions on which it was presented to the Company.



18.

Hiring of Relatives



Where an individual being engaged is qualified to perform the tasks required to be performed, the Company does not object to relatives of Kimber personnel being hired or retained by the Company, provided that:



i)

one relative is not the immediate supervisor of the other;

ii)

the terms of engagement are no more generous than terms which could be obtained from an independent third party; and

iii)

the approving of invoices or the setting of salaries is not by a relative of the person hired.



19.

Reporting Illegal or Unethical Behaviour (Whistle Blowing)



Kimber Resources (the Company) is committed to building and maintaining a good reputation in the market through the ethical behavior of our personnel and contractors and the proper and effective functioning of our accounting and control system.



In support of this commitment, the Company provides a confidential and anonymous reporting process for Kimber personnel, professionals (including independent contractors) and other third parties to report concerns and complaints regarding, accounting, internal controls and auditing matters as well as serious violations of any Company policy, fraud or serious misconduct.  Employees are encouraged to report any employment or human resources related matters with their direct supervisors unless the complaint is related a violation of any laws or regulations, the compliant should be reported to the Business Ethics Officer.



Procedures for reporting concerns and complaints



The Company has established both a confidential email address and telephone hotline(for both Vancouver and Mexico offices) to receive reports of complaints.  The identity of the complainant will be confidential, unless the complainant expressly directs otherwise.  All complaints are forwarded immediately to the Business Ethic Officer appointed by the Board of Directors for investigation.



Page 12





---









Complaints or concerns can be made in writing as orally as described below:



1.

Email  complaints@kimberresources.com



2.

Hotline- 604-669-2251 extension 118



3.

Mail  Kimber Resources Inc.

Suite 215, 800 W. Pender Street

Vancouver, BC V6C 2V6

Canada

Attention:  Business Ethics Officer



These methods of reporting are provided and managed by independent party to ensure confidentiality and / or anonymity.



Responsibilities of Audit Committee With Respect to Whistleblower Complaints



1.

The Audit Committee shall receive, retain, investigate and act on complaints and concerns regarding questionable accounting, internal accounting controls and auditing matters, including those regarding the circumvention or attempted circumvention of internal accounting controls or that would otherwise constitute a violation of the Companys accounting policies.

2.

At the discretion of the Audit Committee, responsibilities of handling of these procedures can be delegated to the Business Ethics Officer.



3.

Each Complaint or Concern received either directly or indirectly through management or otherwise, whether openly, confidentially or anonymously, shall be reviewed by the Audit Committee.



4.

The Audit Committee shall determine who should conduct the investigation and shall be free to engage outside auditors, counsel or other experts to assist in the investigation and in the analysis of results in their discretion.



Responsibilities of Management



1.

Any Complaints or Concerns that are made directly to management, whether openly, confidentially or anonymously, shall be promptly reported to the Business Ethics Officer.



2.

Management is responsible to ensure all employees are aware of the Whistleblower Policy and Procedures by including the Code of Conduct in the new employee package and requiring Employee Annual Certification as acknowledgement of the Policy and Procedures.



Responsibilities of Business Ethics Officer



1.

The Business Ethics Officer (The Officer) has been delegated the responsibility for receiving complaints or concerns under this policy whether openly, confidentially or anonymously.  The complaints will be investigated under the direction of the Audit Committee.



Page 13





---







2.

If the complaint or concern is a serious matter with material impact on, or involving the Companys Senior Management, the Officer will report the issue to the Audit Committee of Kimber within 24 hours from the time it is received. Alternatively, the complainant can mail the complaint directly to the attention of the Audit Committee to the address above.



3.

The Officer shall determine what internal resources or professional assistance, if any, is required in order to conduct a full investigation with the Audit Committees approval.



4.

The Officer shall promptly investigate the complaint and shall report the result of the investigation in writing, to the Audit Committee at the end of each quarter.



Protection of Whistleblowers



1.

Kimbers management will not tolerate any retaliation by any person or group, directly or indirectly, against anyone who, in good faith, makes a complaint, raises a concern or provides assistance to the investigation.



2.

The investigation shall not reveal the identity of any person who makes a good faith complaint or concern and who asks that his or her identity remain confidential.



3.

Nothing herein shall be construed to protect a person from the consequences of their own wrongdoing however a persons self disclosure or wrongdoing that is not independently discovered through investigation shall be taken into account when considering the consequences to such person.

Records



The Companys Senior Management team shall retain all records relating to any complaint or concern and to the investigation of any such complaint or concern for a period of seven years as required under the Sarbanes-Oxley Act.

20.

Compliance with Corporate Policies



Kimber personnel have an obligation to comply with all of Kimbers corporate policies in effect from time to time.



Actions, or failure to act, contrary to the provisions of any corporate policy in effect at the relevant time will be considered as unauthorized and outside the course of employment and will be subject to disciplinary actions, which may include dismissal for cause.



Kimber personnel may at any time obtain a copy of any corporate policy in effect at such time free of charge upon request to the Secretary of Kimber Resources Inc.



21.

Management Can Not Override Controls



No employee who exercises supervision or influence over another employee shall direct, request or encourage that other employee to do anything or omit to do anything; the doing of which or the omission of which is contrary to the Code, any other policy, procedure or rule of Kimber or any applicable law.You are required to immediately report to the Business Ethics Officer any situation in which any person attempts to direct, request or encourage you to violate the Code, or any other policy, procedure or rule of Kimber or any applicable law.



22.

Waivers



Page 14





---







No waivers of this Code shall be granted to any officer or director of Kimber except by the Audit Committee.Any waiver of the Code granted to any officer or director of Kimber shall be publicly disclosed in accordance with applicable securities laws and stock exchange rules.



23.

Annual Certification



All personnel of Kimber are required to sign a Code of Conduct on an annual basis.  All new personnel joining the company should receive and sign the Code as part of their induction process.  A copy of the signed Annual Certification (Appendix A) of the Code of Conduct should be kept on the employees personnel file.



Page 15





---





Appendix A

CODE OF CONDUCT



Annual Certification











I ______________________________ hereby certify that I have read, acknowledge and agree to comply with the Code of Conduct of Kimber Resources.





Name:  ___________________________

Title: _____________________________



Signature: _________________________

Date: _____________________________











Please complete the certification and return this page only to the Office Manager in the Vancouver Office.











Page 16





---





Kimber Resources Inc.



Corporate Policy





SUBJECT:  INSIDER TRADING

UP-DATED: June 29, 2007





General Policy

No directors, officers or employees of Kimber Resources Inc (Kimber or the Company) shall purchase or sell securities of Kimber or a company in a special relationship with Kimber while in possession of material information concerning Kimber or the company in a special relationship with Kimber that has not previously been disclosed to the public, nor, except in the necessary course of business, shall any such person inform any individual or entity of any such material information.



General Rules

All directors, officers and employees of Kimber shall adhere to the following rules:



1.

Do not trade in the Companys shares if you know confidential material information that would reasonably be expected to affect the market price or the value of the Companys shares.



2.

Do not disclose confidential material information to anyone except when necessary in the normal course of business of the Company and, if necessary, ensure that appropriate safeguards are in place to safeguard disclosure of the information to others.



3.

Do not trade in securities of any other publicly traded company with whom Kimber is conducting negotiations or with which management of Kimber is contemplating entering into negotiations which, if known, would reasonably be expected to affect the market price or value of that companys shares.



Specific Corporate Rules

Insiders and employees of Kimber privy to confidential information on a routine basis are subject to the following restrictions:



a)

No trades in Company shares will occur without checking in writing with the  Corporate Secretary of the Company, or in the Corporate Secretarys absence, the President, to confirm that there would be no problem in trading in the Company shares at that time and the Corporate Secretary or the President shall confirm his response in writing;



b)

Trading in the Companys shares shall not occur until the second trading day following any public announcement by the Company.  A trading day is a day when any stock exchange on which the Companys shares are listed is open for business;



c)

No trading will occur during any period of a trading ban or blackout announced by the President or the Secretary of the Company;



d)

When dealing with contractors that may be in a position to acquire confidential material information regarding the Company, provide as a term of their contract that this policy and the restrictions herein apply to such contractors.



Explanation

Insiders (as defined below) and employees of the Company are encouraged to invest in the Companys shares.  Insiders, employees and members of their immediate families, must, however, avoid trading when in possession of confidential material information which, if generally available, would reasonably be expected to affect the market price or value of the Companys shares.  Such activity is self-evidently unethical and illegal.



Specific confidential information that could be material would include unpublished information concerning a significant mineral discovery, drilling and other exploration results, sales or earnings figures if the Company becomes a producer, a stock split, proposed merger or acquisition, a change in dividend policy, a technical advance of unusually economic significance, or any other information, favourable or unfavourable which has not been generally disclosed to the investing public for at least 24 hours and which, when disclosed, would reasonably be expected to affect the market price or value of Kimbers shares.



A company is deemed to be in a special relationship with Kimber if Kimber owns directly or indirectly 10% or more of the shares of that company, is proposing to make a take-over bid for that company, becomes a party to a reorganization, amalgamation, merger, arrangement or similar business combination with it, or acquire a substantial portion of that companys property.  Under provincial securities laws, no one may disclose confidential material information about a publicly traded company that is in a special relationship with Kimber to anyone else.  Also, no one can buy or sell shares in a publicly traded company if he or she knows material information which is not available to the general public and that would reasonably be expected to affect the market price or value of that companys shares.



Securities laws in the various jurisdictions are complex and diverse and quasi-criminal and civil sanctions are imposed upon those who breach such laws.  Insiders and employees should consult the Secretary of Kimber if there is any question as to the application or interpretation of the laws

relating to insider trading.



Insiders

Although this policy will apply to all directors, officers and employees of the Company, there are reporting requirements imposed upon insiders and their transactions in the Companys shares will be scrutinized on a regular and ongoing basis.  For the purposes of the securities legislation, insiders are:



1.

The Directors and senior officers (i.e. the Chairman, President & CEO, Vice-Presidents, the Chief Financial Officer and the Secretary, or any person who performs the functions normally performed by the individual occupying such office) of the Company;



2.

The five highest paid employees (including any individual mentioned in paragraph 1, but excluding a commission salesman);



3.

A director or senior officer of a company that is itself an insider of the Company (i.e. a company owning or controlling more than 10% of Kimbers shares);



4.

A director or senior officer of a subsidiary of the Company;



5.

Any person having direct or indirect beneficial ownership of or control over more than 10% of Kimbers outstanding shares;



6.

Kimber itself, if it acquires any of its own shares, for as long as it holds those shares.



Upon becoming an insider the above individuals are required to SEDI file an initial Insider Report within 10 days; thereafter, the insider must file an updated Insider Report within 10 days following a change in their holdings.



The Company has an obligation to make continuous disclosure of all information which is material.  There may be circumstances in which information will be withheld for valid corporate reasons.  That information may be known by insiders and/or employees prior to public disclosure.  Apart from being illegal from the individuals standpoint, trading by insiders and/or employees when they are aware of confidential material information, or providing such information to others, will create a serious public/investor relations problem for the Company.



Companys Responsibility

It is important to recognize that the possibility of insider trading may be reduced by taking precautionary steps to protect confidential material information.  Those employees responsible for corporate information should take the following actions:





1.

Make public disclosure of information promptly except where there is a valid business reason for maintaining the confidentiality.



2.

Maintain confidential information under secure or restricted access;



3.

Refer to projects by code name where the use of the project name may give people hearing the proper name a market tip.



4.

Alert all individuals dealing with confidential information of their responsibilities;



5.

Alert insiders, employees and contractors privy to confidential information of imposed trading restrictions.



If you have any questions or doubts about the propriety of your intended action at any time, check with the President or Secretary of the Company before taking the action.







Page 19



---