Kimber Resources (KBXRF) 20-F 2008 FY Annual report (foreign)

Exhibit 4.rr

	Suite 215-800 West Pender St    Vancouver, BC V6C 2V6    t:  604 669 2251        866 824 1100    f:  604 669 8577    w. www.kimberresources.com

July 8, 2008

Blackmont Capital Inc.

181 Bay Street, Suite 900,

Toronto, ON, M5J 2T3

Attention:

Rick Vernon

Managing Director, Investment Banking

Dear Rick,

Further to our recent discussions concerning the financial advisory engagement agreement between Blackmont Capital Inc. (“Blackmont”) and Kimber Resources Inc. (“Kimber”) dated May 14, 2007 (the “Advisory Services Agreement”) we wish to confirm our understanding concerning amendments to the Advisory Services Agreement.   As discussed, if the following changes reflect your understanding please signify your agreement by signing and returning one (1) copy of this amending agreement letter:

1.

Sub paragraphs 6 (b) (i) to (v) shall be and they are herby deleted and the following subparagraphs substituted therefore:

(i)  

If Kimber completes a transaction with any company that is not on Blackmont’s contact list attached hereto as Exhibit “A” (the “Contact List”) no Success Fee will be payable;

(ii)

If Kimber completes a transaction with any company on the Contact List that are listed under the heading “Contacted”or “Passed” , no Success Fee will be payable;

(iii)

If Kimber completes a transaction with any company on the Contact List that are listed under the heading “CA & Teaser Sent” a Success Fee equal to 0.25% of the Transaction Value (as defined below) will be payable by Kimber to Blackmont;

(iv)

If Kimber completes a transaction with any company on the Contact List that are listed under the heading “CA Executed & CIM Sent” a Success Fee equal to 0.5 % of the Transaction Value (as defined below) will be payable by Kimber to Blackmont; and

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(v)

If Kimber completes a transaction with Minefinders Corporation Ltd. a Success Fee equal to 0.75 % of the Transaction Value (as defined below) will be payable by Kimber to Blackmont; and

(vi)

If a third party agrees to a joint venture or earn-in arrangement with the Company or makes an investment in the Company through the purchase of debt or equity, where the commitment is greater than $500,000, the Success Fee shall be equal to 3% of the amount agreed to under any joint venture or earn-in fee agreement (whether upfront or payable over time) with the fee earned under this clause capped at $600,000.

3.

Notwithstanding any provisions contained in the Advisory Services Agreement no fees shall be payable to Blackmont by Kimber in respect to any transaction entered into after December 31, 2008 and the Advisory Services Agreement shall terminate on that date.

4.

Subparagraphs 6 (b) (i) to (vi) hereof will apply if the transaction is completed without Kimber utilizing the services of Blackmont.  If Kimber wishes to utilize the services of Blackmont in carrying out a contemplated transaction and Blackmont is to be actively engaged to perform services for Kimber in connection with the contemplated transaction in the nature set forth in the Advisory Services Agreement a new fee schedule and terms will be negotiated by the parties.

Yours truly,

Kimber Resources Inc.

   “Gordon Cummings”

Per:

Gordon Cummings

President & CEO

Accepted and agreed this 22  day

of July, 2008

Blackmont Capital Inc.

“Rick Vernon”

Per:

Rick Vernon

Managing Director, Investment Banking

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Exhibit “A”