SABRE RESOURCES LIMITED — AGM Information 2024

Oct 29, 2024

30 OCTOBER 2024

Dear Shareholder

ANNUAL GENERAL MEETING – NOTICE AND PROXY FORM

Sabre Resources Limited (ASX: SBR) (Company) will be holding its Annual General Meeting ("AGM") at 10.30am (WST) on Friday 29th November 2024 at Level 1, 8 Parliament Place West Perth in Western Australia.

In accordance with section 110D of the Corporations Act 2001 (Cth), the Company will not be sending physical copies of the NOM to shareholders unless a shareholder has elected to receive notices of meeting in hard copy, pursuant to section 110E, or who otherwise request a hard copy. A copy of the Notice is available on the Company's website at the following link:

https://www.sabresources.com/investor-centre/asx-announcements/

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice.

In order to receive electronic communications from the Company in the future, please update your Shareholder details online athttps://investor.automic.com.au/#/home and register if you haven't already created an account.

You may vote by attending the AGM in person, by proxy or by appointing an authorised representative.

Details on how to lodge your proxy form can be found on the enclosed proxy form. If you have any questions about your proxy form then please contact the Company Secretary by telephone at +61 8 9481 7833.

Proxy forms must be received no later than 10.30am (WST) on 27th November 2024.

The Notice is an important document and should be read in its entirety. If you are in doubt as to the course of action you should follow then please consult your financial advisor, lawyer, accountant or other professional advisor.

Yours faithfully

Michael Muhling Joint Company Secretary Sabre Resources Limited

SABRE RESOURCES LIMITED ACN 003 043 570

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10.30 am (AWST)

DATE: 29 November 2024

PLACE: Level 1, 8 Parliament Place WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (AWST) on 27 November 2024.

BUSINESS OF THE MEET ING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 – REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, Shareholders approve and adopt the Remuneration Report as contained in the Company's annual financial report for the year ended 30 June 2024."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement regarding the consequences of voting on this Resolution.

Voting Exclusion Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR – MR BASIL CONTI

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Basil Conti, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 17,073,170 Shares to the Placement Participant on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Placement Participants or any other person who participated in the issue or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,573,170 SBROB listed Options to the Placement Participant on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Placement Participant, or any other person who participated in the issue or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. RESOLUTION 6 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, for the purpose of section 136(2) and section 648G of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing constitution and adopt a new constitution in its place in the form as signed by the chair of the Meeting for identification purposes."

8. RESOLUTION 7 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of a maximum of 98,000,000 securities under that Plan, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the Employee Securities Incentive Plan, or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated: 30 October 2024

By order of the Board

Michael Muhling Joint Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9481 7833.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORT

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the directors, the Directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.sabreresources.com.

2. RESOLUTION 1 – REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR – MR BASIL CONTI

3.1 General

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director's appointment or 3 years, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Basil Conti, who has served as a director since 29 June 2018 and was last reelected on 27 January 2022, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Conti is a fellow of the Institute of Chartered Accountants Australia & NZ and was a partner/director of a Chartered Accounting firm in West Perth until 2015. Mr Conti is experienced in management accounting, taxation, secretarial practice, corporate and financial planning, consulting to small and large businesses and has been associated with the mining industry in a professional capacity for some 25 years. Mr Conti is also a director of Metals Australia Ltd.

3.3 Independence

If re-elected the Board considers that Mr Conti will be an independent director.

3.4 Board recommendation

The Board has reviewed Mr Conti's performance since his appointment to the Board and considers that Mr Conti's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the reelection of Mr Conti and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A an eligible entity may seek shareholder approval by special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).

An eligible entity is one that, as at the date of the relevant annual general meeting is not included in the S&P/ASX 300 Index and has a maximum market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $5,501,467 (based on the number of Shares on issue and the closing price of Shares on the ASX on 18 October 2024).

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;
• (ii) the time and date of the Company's next annual general meeting; and
• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of the Company's Equity Securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average market price for securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or

(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the acquisition of additional natural resource exploration projects (including expenses associated with such an acquisition) and advancement of the Company's Sherlock Bay, Nepean South and Cave Hill gold, nickel and lithium projects, and its Ninghan gold project, which are all located in Western Australia, as well as its Ngalia uranium-vanadium project in the Northern Territory. This will include ongoing exploration and pre-production costs, for exploration expenditure on any future assets acquired by the Company, and for general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 18 October 2024.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution
Number of Shares on Issue(Variable A in Listing Rule7.1A.2)			Issue Price
		Sharesissued –10% votingdilution	$0.007	$0.014	$0.021
			50%decrease	IssuePrice	50%increase
			Funds Raised
Current	392,961,933Shares	39,296,193Shares	$275,073	$550,147	$825,220
50%increase	589,442,899Shares	58,944,289Shares	$412,610	$825,220	$1,237,830
100%increase	785,923,866Shares	78,592,386Shares	$550,147	$1,100,293	$1,650,440

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 392,961,933 Shares on issue.

• 1. The issue price set out above is the closing price of the Shares on the ASX on 18 October 2024, being $0.014.
• 1. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• 1. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;
• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
• (v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 30 November 2023 (Previous Approval).

During the 12 month period preceding the date of the Meeting, being on and from 30 November 2023, the Company has not issued any Equity Securities pursuant to the Previous Approval.

4.3 Voting Exclusion

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5. BACKGROUND TO RESOLUTIONS 4 AND 5

5.1 Overview

On 16 November 2023, the Company announced its intention to conduct a placement to a large professional investor to raise up to $700,000 (before costs) (Placement).

Pursuant to the Placement, the Company issued 17,073,170 Shares at an issue price of $0.041 per Share (Placement Shares) comprising:

• (a) 4,900,000 Placement Shares which were issued on 24 November 2023 pursuant to the Company's Listing Rule 7.1 placement capacity; and
• (b) 12,173,170 Placement Shares which were issued on 18 January 2024 pursuant to the Company's Listing Rule 7.1 placement capacity.

Resolution 4 seeks Shareholder approval for the issue of the Placement Shares.

The Company also issued, pursuant to the Company's Listing Rule 7.1 placement capacity, 20,573,170 free attaching SBROB listed Options (Placement Options) on 18 January 2024 to the participant in the Placement (Placement Participant). The Placement Options were exercisable at $0.06 on or before 30 April 2024 (Placement Options) and expired on 30 April 2024.

Resolution 5 seeks Shareholder approval for the issue of the Placement Options.

Lead Manager

On 15 November 2023, the Company entered into a mandate with Copeak Corporate Pty Ltd (ACN 632 277 144) (Peak) pursuant to which Peak was engaged to act as lead manager and corporate advisor to the Company for the Placement (Lead Manager Mandate).

Pursuant to the Lead Manager Mandate, the Company agreed to:

(a) pay Peak a commission of up to $35,000 (being 5% of the total funds raised under the Placement) plus GST.

5.2 Use of Funds

The table below sets out the Company's intended use of funds raised under the Placement.

Item	Amount $
Exploration of the major tenement holdings near the Andoverlithium pegmatite discovery of Azure Minerals for lithium.	200,000
Exploration for lithium and gold on the Cave Hill Project, WesternAustralia	100,000
Uranium exploration, including geophysics and drilling of Ngaliauranium project, Northern Territory.	200,000
Follow up exploration	50,000
Lead manager fees	35,000
Working capital and corporate administration	115,000
TOTAL	700,000

The above table is a statement of current intentions as of the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

6. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 General

Resolution 4 seeks Shareholder ratification for the prior issue of the Placement Shares. Further information in respect of the Placement and the issue of the Placement Shares is set out in Section 5 above.

6.2 Listing Rules 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rules 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 for the 12 month period following the date of issue of the Placement Shares.

6.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

6.4 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Placement Shares will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 4 is not passed, the Placement Shares will be included in calculating the Company's 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

6.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (i) the Placement Shares will be issued to the Placement Participant, being a professional and sophisticated investor who is a client of Peak that expressed an interest to participate in the Placement. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that the Placement Participant is not a related party of the Company, a member of the Company's Key Management Personnel, a substantial holder of the Company, an adviser of the Company, or an associate of any of these parties.
• (ii) 17,073,170 Placement Shares were issued pursuant to Listing Rule 7.1;
• (iii) 4,900,000 Placement Shares were issued on 24 November 2023 and 12,173,170 Placement Shares were issued on 18 January 2024.
• (iv) the issue price was $0.041 per Placement Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares;
• (v) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (vi) the purpose of the issue of the Placement Shares was to raise $700,000, which funds will be applied toward the activities set out in Section 5;
• (vii) the Placement Shares were not issued under an agreement; and

(viii) a voting exclusion statement is included in Resolution 4 of the Notice.

7. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT OPTIONS

7.1 General

Resolution 5 seeks Shareholder ratification for the issue of the Placement Options, Further information in respect of the Placement and the proposed issue of the Placement Options is set out in Section 5 above.

The Company previously successfully applied for quotation of the SBROB Placement Options, the subject of this Resolution 5. The Placement Options expired on 30 April 2024.

7.2 Listing Rule 7.1

A summary of Listing Rules 7.1 is set out in Section 6.2 above.

The issue of the Placement Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 for the 12 month period following the date of issue of the Placement Options.

7.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Options.

7.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 is passed, the Placement Options will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Options.

If Resolutions 5 is not passed, the Placement Options will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Options.

7.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (A) the Placement Options were issued to the Placement Participant, being a professional and sophisticated investor who is a client of Peak that expressed an interest to participate in the Placement. In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that the Placement Participant is not a related party of the Company, a member of the Company's Key Management Personnel, a substantial holder of the Company, an adviser of the Company or an associate of any of these parties.
• (i) 20,573,170 Placement Options were issued pursuant to Listing Rule 7.1;
• (ii) The Placement Options were issued on 18 January 2024;
• (iii) the issue price of the Placement Options was nil as they were issued on the basis of being free attaching options to the Placement Shares issued;
• (iv) the Placement Options will be issued on the terms and conditions set out in Schedule 1;
• (v) the Placement Options will not be issued under, or to fund, a reverse takeover;
• (vi) the Placement Options were issued under an agreement with standard terms and conditions similar to other agreements of this nature; and
• (vii) a voting exclusion statement is included in Resolution 5 of the Notice.

8. RESOLUTION 6 – REPLACEMENT OF CONSTITUTION

8.1 General

A Company may modify or repeal its constitution or a provision of its constitution via a special resolution of shareholders.

Resolution 6 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 30 November 2018.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend specific provisions.

The Proposed Constitution is largely consistent with the provisions of the existing Constitution. The proposed changes are administrative and minor in nature.

The Directors believe the amendments are not material nor will they have any significant impact on Shareholders. A summary of the material proposed changes are set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company's website www.sabresources.com and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9481 7833). Shareholders are invited to contact the Company if they have any queries or concerns.

8.2 Summary of material changes

Nomination of Directors

ASX Listing Rule 14.3 requires a company to accept nominations for the election of directors up to 35 Business Days (in the case of a meeting that members have requested directors to call, 30 Business Days) before the date of a general meeting at which directors may be elected, unless the entity's Constitution provides otherwise. Presently the Constitution states that 30 Business Days are to be provided before the meeting. The Proposed Constitution removes this discrepancy by requiring the nomination of a director to be made at least 35 Business Days (in the case of a meeting that members have requested directors to call, 30 Business Days) before the meeting.

Employee Securities Incentive Plan

Under the new Division 1A of Part 7.12 of the Corporations Act, which came into effect on 1 October 2022, offers under an employee incentive plan that do not require a monetary payment (e.g. zero exercise price options or performance rights) can be issued without an issue cap. However, offers requiring a monetary payment (whether upon grant or upon exercise/vesting of the awards and issue of the underlying shares) must be accompanied by an 'ESS offer document' and must comply with an issue cap. The cap is set at 5% under the Corporations Act unless raised by a company's constitution. A company may include a higher issue cap in its constitution to allow for more than 5% of securities to be issued under the plan. The Proposed Constitution has set the issue cap at 25%.

Restricted Securities

ASX Listing Rules 15.12 requires that where an entity has restricted securities on issue, it's constitution is to provide for Listing Rules 15.12.1, 15.12.2, 15.12.3, 15.12.4 and 15.12.5. Presently the Constitution does not provide for Listing Rules 15.12.2 and 15.12.4 so these have been added to the Proposed Constitution.

9. RESOLUTION 7 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN

9.1 General

Resolution 7 seeks Shareholder approval for the adoption of the employee incentive scheme titled "Employee Securities Incentive Plan" (Plan or Incentive Plan).

The objective of the Plan is to attract, motivate and retain key employees, contractors and other persons who provide services to the Company, and the Company considers that the adoption of the Plan and the future issue of securities under the Plan will provide these parties with the opportunity to participate in the future growth of the Company.

9.2 Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b)

Broadly speaking, and subject to a number of exceptions set out in Listing Rule 7.2, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity's notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 7 is passed, the Company will be able to issue securities under the Plan to eligible participants over a period of 3 years from the date of the Meeting. The issue of any securities to eligible participants under the Plan (up to the maximum number of securities stated in Section 9.3(ii) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX's opinion, such that approval should be obtained.

If Resolution 7 is not passed, the Company will be able to proceed with the issue of securities under the Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company's capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of those securities.

9.3 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 7:

• (i) a summary of the key terms and conditions of the Plan is set out in Schedule 2;
• (ii) the Company has issued 18,700,000 securities under the previous employee incentive scheme, also titled the Employee Securities Incentive Plan, approved by shareholders on 27 January 2022;
• (iii) the Company is seeking Shareholder approval to adopt the Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme); and
• (iv) the maximum number of securities proposed to be issued under the Plan in reliance on Listing Rule 7.2 (Exception 13(b)), is 98,000,000 securities. It is not envisaged that the maximum number of securities for which approval is sought will be issued immediately.

GLOSSARY

$ means Australian dollars.

7.1A Mandate has the meaning given in Section 4.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

AWST means Western Standard Time as observed in Perth, Western Australia.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• 10.1 a child of the member's spouse;
• 10.2 a dependent of the member or the member's spouse;
• 10.3 anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• 10.4 a company the member controls; or
• 10.5 a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Sabre Resources Ltd (ACN 003 043 570).

Constitution means the company's constitution in place at the date of this Notice.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Placement has the meaning given in Section 5.1.

Placement Shares means 17,073,170 Shares issued through the Placement.

Placement Options means 20,573,170 Options issued through the Placement.

Proxy Form means the proxy form accompanying the Notice.

Purchase Deed has the meaning given in Section 8.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2024.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

SCHEDULE 1 – TERMS AND CONDITI ONS OF SBROB LISTED OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.06 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (AWST) on 30 April 2024 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities

SCHEDULE 2 – TERMS AND CONDITIONS OF THE COMPANY'S EMPLOYEE SECURITIES INCENTIVE PLAN

A summary of the material terms of the Company's Employee Securities Incentive Plan (Plan or Incentive Plan) is set out below:

Eligible Participant	Eligible Participant means a person that is a 'primary participant' (as thatterm is defined in Division 1A of Part 7.12 of the Corporations Act) in relationto the Company or an Associated Body Corporate (as defined in theCorporations Act) and has been determined by the Board to be eligible toparticipate in the Plan from time to time.
Purpose	The purpose of the Plan is to:
	a)assist in the reward, retention and motivation of Eligible Participants;
	b)link the reward of Eligible Participants to Shareholder value creation;and
	c)align the interests of Eligible Participants with shareholders of the Group(being the Company and each of its Associated Bodies Corporate), byproviding an opportunity to Eligible Participants to receive an equityinterest in the Company in the form of Shares, Options, performancesecurities, Loan Funded Shares and other types of convertible securities(Securities).
	Loan Funded Share means a Share issued, transferred or allocated inaccordance with the terms and conditions of the Plan.
Maximum numberof ConvertibleSecurities	The Company will not make an invitation under the Plan which involvesmonetary consideration if the number of Shares that may be issued, oracquired upon exercise of Convertible Securities offered under aninvitation, when aggregated with the number of Shares issued or that maybe issued as a result of all invitations under the Plan during the 3 year periodending on the day of the invitation, will exceed 5% of the total number ofissued Shares at the date of the invitation (unless the Constitution specifiesa different percentage and subject to any limits approved by Shareholdersunder Listing Rule 7.2 Exception 13(b) – refer to Resolution 6.
	The maximum number of equity securities proposed to be issued under thePlan in reliance on Listing Rule 7.2 (Exemption 13(a)), following Shareholderapproval, is 98,000,000 securities. It is not envisaged that the maximumnumber of Securities will be issued immediately.
Plan administration	The Plan will be administered by the Board. The Board may exercise anypower or discretion conferred on it by the Plan rules in its sole and absolutediscretion (except to the extent that it prevents the Participant relying onthe deferred tax concessions under Subdivision 83A-C of the Income TaxAssessment Act 1997 (Cth)). The Board may delegate its powers anddiscretion.
Eligibility, invitationand application	The Board may from time to time determine that an Eligible Participant mayparticipate in the Plan and make an invitation to that Eligible Participant toapply for any (or any combination of) the Securities provided under thePlan on such terms and conditions as the Board decides.
	On receipt of an invitation, an Eligible Participant may apply for theSecurities the subject of the invitation by sending a completed applicationform to the Company. The Board may accept an application from anEligible Participant in whole or in part.
	If an Eligible Participant is permitted in the invitation, the Eligible Participantmay, by notice in writing to the Board, nominate a party in whose favourthe Eligible Participant wishes to renounce the invitation.

The Company will, to the extent that it has accepted a duly completedapplication,granttheParticipant therelevantnumberand type ofSecurities, subject to the terms and conditions set out in the invitation, thePlan rules and any ancillary documentation required.
Rights attaching toA Convertible Security represents a right to acquire one or more Plan Sharesin accordance with the Plan (for example, an Option or a PerformanceRight).Prior to a Convertible Security being exercised, the holder:
a)does not have any interest (legal, equitable or otherwise) in any Sharethe subject of the Convertible Security other than as expressly set out inthe Plan;
b)is not entitled to receive notice of, vote at or attend a meeting of theshareholders of the Company;
c)is not entitled to receive any dividends declared by the Company; and
d)is not entitled to participate in any new issue of Shares (see Adjustmentof Convertible Securities section below).
Convertible Securities issued under the Plan cannot be sold, assigned,transferred, have a security interest granted over or otherwise dealt withunless in Special Circumstances as defined under the Plan (including in thecase of death or total or permanent disability of the holder) with theconsent of the Board in which case the Convertible Securities may beexercisable on terms determined by the Board.
A holder must not enter into any arrangement for the purpose of hedgingtheir economic exposure to a Convertible Security that has been grantedto them.
Any vesting conditions applicable to the Convertible Securities will bedescribed in the invitation. If all the vesting conditions are satisfied and/orotherwise waived by the Board, a vesting notice will be sent to theParticipant by the Company informing them that the relevant ConvertibleSecurities have vested. Unless and until the vesting notice is issued by theCompany, the Convertible Securities will not be considered to havevested. For the avoidance of doubt, if the vesting conditions relevant to aConvertible Security are not satisfied and/or otherwise waived by theBoard, that security will lapse.
Convertible Securities will be forfeited in the following circumstances:a)in the case of unvested Convertible Securities only, where the holderceases to be an Eligible Participant (e.g. is no longer employed or theiroffice or engagement is discontinued with the Company and anyAssociated Bodies Corporate (as defined in the Corporations Act) (theGroup);b)where aParticipant acts fraudulently, dishonestly, negligently, incontravention of any Group policy or wilfully breaches their duties tothe Group and the Board exercises its discretion to deem some or allof the Convertible Securities held by a Participant to have beenforfeited;c)where there is a failure to satisfy the vesting conditions in accordancewith the Plan;d)on the date the Participant becomes insolvent; or

Listing ofConvertibleSecurities	Convertible Securities granted under the Plan will not be quoted on the ASXor any other recognised exchange. The Board reserves the right in itsabsolute discretion to apply for quotation of Convertible Securities grantedunder the Plan on the ASX or any other recognised exchange.
Exercise ofConvertibleSecurities andcashless exercise	To exercise a security, the Participant must deliver a signed notice ofexercise and, subject to a cashless exercise (see next paragraph below),pay the exercise price (if any) to or as directed by the Company, at anytime following vesting of the Convertible Securities (if subject to vestingconditions) and prior to the expiry date as set out in the invitation or vestingnotice.
	An invitation to apply for Convertible Securities may specify that at the timeof exercise of the Convertible Securities, the Participant may elect not tobe required to provide payment of the exercise price for the number ofConvertible Securities specified in a notice of exercise, but that on exerciseof those Convertible Securities the Company will transfer or issue to theParticipant that number of Shares equal in value to the positive differencebetween the Market Value of the Shares at the time of exercise and theexercise price that would otherwise be payable to exercise thoseConvertible Securities.
	Market Value means, at any given date, the volume weighted averageprice per Share traded on the ASX over the 5 trading days immediatelypreceding that given date, unless otherwise specified in an invitation.
	Convertible Securities may not be exercised unless and until that securityhas vested in accordance with the Plan rules, or such earlier date as set outin the Plan rules.
Timing of issue ofShares andquotation of Shareson exercise	Within five business days after the issue of a valid notice of exercise by aParticipant, the Company will issue or cause to be transferred to thatParticipant the number of Shares to which the Participant is entitled underthe Plan rules and issue a substitute certificate for any remaining unexercisedConvertible Securities held by that Participant.
Restrictionperiodsand restrictions ontransfer of Shares onexercise	If the invitation provides that any Shares issued upon the valid exercise of aConvertible Security are subject to any restrictions as to the disposal orother dealing by a Participant for a period, the Board may implement anyprocedure it deems appropriate to ensure the compliance by theParticipant with this restriction.
	Additionally, Shares issued on exercise of the Convertible Securities aresubject to the following restrictions:
	a)if the Company is required but is unable to give ASX a notice thatcomplies with section 708A(5)(e) of the Corporations Act, Shares issuedon exercise of the Convertible Securities may not be traded until 12months after their issue unless the Company, at its sole discretion, electsto issue a prospectus pursuant to section 708A(11) of the CorporationsAct;
	b)all Shares issued on exercise of the Convertible Securities are subject torestrictions imposed by applicable law on dealing in Shares by personswho possess material information likely to affect the value of the Sharesand which is not generally available; and
	c)all Shares issued on exercise of the Convertible Securities are subject tothe terms of the Company's Securities Trading Policy.
LoanFundedShares	The Board may from time to time make an invitation to an EligibleParticipant to acquire Loan Funded Shares under the Plan. The Board willdetermine in its sole and absolute discretion the acquisition price (if any) foreach Loan Funded Share. The Loan Funded Shares may be subject tovesting conditions as determined by the Board.

	Where Loan Funded Shares granted to a Participant are subject to orvesting conditions, the Participant's Loan Funded Shares will be subject tocertain restrictions until the applicable vesting conditions (if any) havebeen satisfied, waived by the Board or are deemed to have been satisfiedunder Plan.
	Following the issue of a vesting notification to the Participant, the LoanFunded Shares held by the Participant will no longer be subject to anyrestrictions and may be transferred or sold by the Participant, subject tocompliance with applicable laws, the Company's securities trading policyand the terms of the Plan.
	When the Company makes an invitation to an Eligible Participant toacquire Loan Funded Shares, the Company will also offer the EligibleParticipant a loan on terms and conditions to be determined by the Board,for the amount of the acquisition price of the Loan Funded Shares, for thepurposes of acquiring all or part of the Loan Funded Shares the subject ofthe invitation.
	The loan will be interest-free.
	A Participant may repay all or part of a loan at any time before theexpiration of the loan term, and at the expiration of the loan term theParticipant must immediately repay all of the loan.
Rights attaching toShares on exercise	All Loan Funded Shares and Shares issued upon exercise of ConvertibleSecurities will rank equally in all respects with the then Shares of theCompany.
Change of control	Unless expressly stated otherwise in the Invitation but subject at all times tothe Corporations Act and the Listing Rules, if a change of control event(being an event which results in any person (either alone or together withassociates) owning more than 50% of the Company's issued capital),occurs all of the Participant's unvested Convertible Securities willautomatically vest.
Participation inentitlements andbonus issues	Subject always to the rights under the following two paragraphs,Participants will not be entitled to participate in new issues of capitaloffered to holders of Shares such as bonus issues and entitlement issues.
Adjustment forbonus issue	If Shares are issued by the Company by way of bonus issue (other than anissue in lieu of dividends or by way of dividend reinvestment), theParticipant is entitled, upon exercise of the Convertible Securities, toreceive an issue of as many additional Shares as would have been issuedto the holder if the holder held Shares equal in number to the Shares inrespect of which the Convertible Securities are exercised.
Reorganisation	If there is a reorganisation of the issued share capital of the Company(including any subdivision, consolidation, reduction, return or cancellationof such issued capital of the Company), the rights of each Participantholding Convertible Securities will be changed to the extent necessary tocomply with the ASX Listing Rules applicable to a reorganisation of capitalat the time of the reorganisation.
Buy-Back	Subject to applicable law, the Company may at any time buy-backSecurities in accordance with the terms of the Plan.
Employee ShareTrust	The Board may in its sole and absolute discretion use an employee sharetrust or other mechanism for the purposes of holding Convertible Securitiesfor holders under the Plan and delivering Shares on behalf of holders uponexercise of Convertible Securities.

Subject to the following paragraph, the Board may at any time amend anyprovisions of the Plan rules, including (without limitation) the terms andconditions upon which any Securities have been granted under the Planand determine that any amendments to the Plan rules be givenretrospective effect, immediate effect or future effect.No amendment to any provision of the Plan rules may be made if the
amendment materially reduces the rights of any Participant as they existedbefore the date of the amendment, other than an amendment introducedprimarily for the purpose of complying with legislation or to correct manifesterror or mistake, amongst other things, or is agreed to in writing by allParticipants.
The Plan continues in operation until the Board decides to end it. The Boardmay from time to time suspend the operation of the Plan for a fixed periodor indefinitely and may end any suspension. If the Plan is terminated orsuspendedforanyreason,thatterminationorsuspensionmustnotprejudice the accrued rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writingthat some or all of the Securities granted to that Participant are to becancelled on a specified date or on the occurrence of a particular event,then those Securities may be cancelled in the manner agreed betweenthe Company and the Participant.
The Plan is a plan to which Subdivision 83A-C of the Income Tax AssessmentAct 1997 (Cth) applies (subject to the conditions in that Act) except to theextent an invitation provides otherwise.
If a member of the Group, a trustee or the Plan administrator is obliged, orreasonably believes that it may have an obligation to account for any tax,or any superannuation amounts (or equivalent social security contributions,if applicable) in respect of a Participant (Withholding Amount), then thatGroup company, trustee or Plan administrator (as applicable) is entitled towithhold or be reimbursed by the Participant for the Withholding Amountpayable or paid.

SABRE RESOURCES LIMITED | ABN 68 003 043 570

Proxy Voting Form

If you are attending the Meeting in person, please bring this with you for Securityholder registration.

Your proxy voting instruction must be received by 10.30am (AWST) on Wednesday, 27 November 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

BY MAIL:

Sabre Resources Limited PO Box 1618 West Perth WA 6872

IN PERSON:

Sabre Resources Limited Level 1 8 Parliament Place West Perth WA 6005

BY EMAIL:

mmuhling@corporateresource.com.au

All enquiries to Sabre Resources Limited

PHONE: +61 8 9481 7833

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of SABRE RESOURCES LIMITED, to be held at 10.30am (AWST) on Friday, 29 November 2024 at Level 1, 8 Parliament Place, WEST PERTH WA 6005 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

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The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

	STEP 2 - Your voting direction
Resolutions		For	Against	Abstain
1	REMUNERATION REPORT
2	RE-ELECTION OF A DIRECTOR – MR BASIL CONTI
3	APPROVAL OF 7.1A MANDATE
4	RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES
5	RATIFICATION OF PRIOR ISSUE OF PLACEMENT OPTIONS
6	REPLACEMENT OF CONSTITUTION
7	ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime TelephoneDate (DD/MM/YY)
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By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

SBR