SABRE RESOURCES LIMITED — AGM Information 2003

Oct 26, 2003

SABRE RESOURCES LTD A.B.N. 68 003 043 570 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members of Sabre Resources Ltd will be held at the Celtic Club Inc. 48 Ord Street, West Perth, Western Australia on Thursday, 27th November 2003 at 10.30am.

BUSINESS OF THE MEETING

Accounts and reports

To receive and consider the financial statements and the reports of the directors and the auditors for the year ended June 30, 2003.

Ordinary business

To consider, and if thought fit, to pass the following ordinary resolution: $11$

That Mr Alex Clemen, who retires by rotation in accordance with the company's constitution, be re-elected a director of the company.

$2.$ To consider and if thought fit to pass the following resolution as an ordinary resolution:

That Mr David Zukerman, who was appointed as a director on August 18 2003 and retires in accordance with the company's constitution, be re-elected a director of the company.

$3l$ Approval for a proposed Share Issue.

To consider and if thought fit to pass the following resolution as an ordinary resolution:

"That in accordance with the requirements of Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company approves and authorises the Directors to allot and issue up to 10,000,000 ordinary fully paid shares. The shares are to be issued at a minimum issue price equal to not less than 80% of the average market price of ordinary shares in the capital of the Company trading on the Australian Stock Exchange Limited over the last 5 days on which sales were recorded before the day on which the issue was made."

NOTES

the shares will be issued progressively, but no later than 3 months after the date of the meeting; b).

For the purposes of Resolution 3:

the maximum number of shares which may be issued pursuant to this resolution is 10,000,000; яŧ

the proposed allottees are unknown at the date of the Notice of Meeting but Company will disclose the names of the allottees when $\overline{c}$ shares are issued:

d). the terms of the ordinary fully paid shares will be the same as the existing ordinary fully paid shares in the Company;

the purpose of the issue is to provide for ongoing mineral exploration, additional working capital and acquisition of assets; e). the Company will disregard any votes cast on Resolution 3 by a person who may participate in the proposed issue and any associate of those persons or any person who might obtain a benefit. However, the Company need not disregard a vote cast if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides:

Approval for a proposed Option Issue. $4.$

To consider and if thought fit to pass the following resolution as an ordinary resolution:

"That in accordance with the requirements of Listing Rule 7.1 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company approves and authorises the Directors to allot and issue up to 15,000,000 options, at a price of 1 cent each, to subscribe for ordinary fully paid shares in the capital of the Company exercisable at 10 cents on or before June 30th 2006."

NOTES

For the purposes of Resolution 4:

• the maximum number of options which may be issued pursuant to this resolution is 15,000,000; a)
• the options will be issued progressively, but no later than 3 months after the date of the meeting; b)
• the proposed allottees are unknown at the date of the Notice of Meeting but Company will disclose the names of the allottees when $c)$ shares are issued:
• the purpose of the issue is to provide for ongoing mineral exploration, additional working capital and acquisition of assets; d)
• the Company will disregard any votes cast on Resolution 4 by a person who may participate in the proposed issue and any associateof those persons or any person who might obtain a benefit. However, the Company need not dis e). person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to yote. In accordance with a direction on the proxy form to yote as the proxy decides:
• f) The options being issued and allotted and granted are upon the terms and conditions as attached as annexure "A" of the Notice of Meeting.

BY ORDER OF THE BOARD

B R McCullach COMPANY SECRETARY 29th September 2003

SABRE RESOURCES LTD A.C.N. 68 003 043 570 FORM OF PROXY

The Secretary, Sabre Resources Ltd. 1st Floor, 8 Parliament Place, WEST PERTH WA 6005

I/We.
	0f
being a holder of	shares in the capital of Sabre Resources Ltd hereby appoint
	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
	0f

or failing him, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 27th November 2003 and at any adjournment thereof, in the manner indicated below, or in the absence of indication as he or she thinks fit.

A statement of the Chairman's voting intentions in relation to undirected proxies.

If you do not wish to direct your proxy how to vote, please place a mark in the box. $\Box$

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

The Chairman intends to vote for the resolution.

Ordinary Business

	To re-elect Mr A Clemen as a Director	For:		Adainst ロ	Abstain □
2 1	To re-elect Mr D N Zukerman as a Director	For	□	Against ロ	Abstain ロ
$3_{-}$	Approve issue of Shares	For	O	Against ロ	Abstain □
4.	Approve issue of Options	For		Against □	Abstain ロ

(Shareholders to indicate by a tick in the box above how a proxy holder is to vote in respect of the above resolutions).

Signed by the said member this	day of	2003.
Shareholders Signature	Witness
or
The Common Seal of the memberwas hereunto affixed in accordancewith its Constitution.	Director
	Director Secretary

Attendance and Voting Eligibility

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 9:00am on Wednesday, 26th November 2003. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member of the Company entitled to attend and vote at the meeting shall be entitled to appoint not more than two other persons (whether members of the company or not) as the member's proxy or proxies, to attend and vote on the member's behalf. Where two proxies are appointed the appointments shall be of no effect unless each proxy is appointed to represent a specified proportion of the member's voting rights. Forms of proxy must be deposited at the registered office of the company in Perth not less than forty-eight (48) hours before the time appointed for the holding of the meeting.

SABRE RESOURCES LIMITED ANNEXURE A TERMS AND CONDITIONS OF OPTIONS

• 1. A certificate will be issued for the Options.
• 1. The Options shall expire on 30th June 2006 ("Expiry Date")
• 1. Subject to condition 7 the Option is a right in favour of the option holder to subscribe for one fully paid ordinary share in the capital of the Company ("Share")
• 1. Shares allotted to option holders on exercise of Options shall, be issued at a price of 10 cents each ("Exercisable Price").
• 1. The Exercisable Price of Shares the subject of the Options shall be payable in full on exercise of the Options.
• 1. Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to:
  • exercise all or a specified number of Options; and $6.1$
  • pay the subscription monies in full for the exercise of each Option. 6.2

The notice must be accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not effect the rights of the option holder to the balance of the Options held by him.

• 1. The Company shall allot the resultant Shares and deliver the share certificate or holding statement within five business days of the exercise of the Option.
• 1. Options may, if the Company so decides (in its sole discretion), be listed for official quotation on ASX.
• 1. The Options shall be freely transferable.
• 1. Shares allotted pursuant to an exercise of Options shall rank, from the date of the allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
• 1. The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation.
• 1. In case of any entitlements issue (other than bonus issue) the Exercise Price of the Option may be reduced according to the following formula:

• $O'$ $=$ the new Exercise Price of the Option.
• ∩ $\equiv$ the old Exercise Price of the Option.
• Е the number of underlying securities into which one Option is exercisable. $=$
• P the average market price per share (weighted by reference to volume) of the $\equiv$ underlying

securities during the 5 trading days ending on the day before the ex rights date of ex entitlement date.

$\mathsf{S}$ the subscription price for a security under the pro rata issue. $=$

SABRE RESOURCES LIMITED ANNEXURE A TERMS AND CONDITIONS OF OPTIONS

D $\equiv$ the dividend due but not yet paid on the existing underlying securities (except those to be

issued under the pro rata issue).

N the number of securities with rights or entitlements that must be held to receive a $=$ rights to

one new security.

In the case of a bonus issue the number of Shares over which the Option is exercisable may be increased by the number of Shares which the option holder would have received if the Option had been exercised before the record date for the bonus issue. The Company shall notify the ASX of the adjustments in accordance with the Listing Rules.

• 1. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules.
• 1. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
• 1. The Options do not give any right to participate in new issues unless the option holder exercises the option.