SABRE RESOURCES LIMITED

$(ACN 003-043-570)$

1st Floor, Sterling House, 8 Parliament Place WEST PERTH WA 6005 Postal: PO Box 1618, WEST PERTH WA 6872 Phone: (08) 9481 7833 Fax: (08) 9481 7835 E-mail: [email protected] Website: www.sabresources.com

18 October 2006

Australian Stock Exchange Companies Announcement Office 20 Bond Street SYDNEY NSW 2000

Dear Sirs,

Transaction Specific Prospectus

Attached is a Transaction Specific Prospectus for the issue of 20 million options to clients of Cunningham Securities Pty Ltd at an issue price of 0.5 cents per option, each to acquire a share exercisable at 10 cents on or before 31 December 2012.

This Prospectus was lodged with ASIC on 17 October 2006.

Yours faithfully,

$\bigcirc$

D N ZUKERMAN Director

SABRE RESOURCES LTD ACN 003 043 570

OPTION ISSUE PROSPECTUS

For the issue of 20,000,000 Options at an issue price of 0.5 cents per Option, with each Option having an exercise price of 10 cents and expiring on 31 December 2012, to raise $100,000.

IMPORTANT NOTICE

This Prospectus is dated 17 October 2006. This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker or professional advisor.

CORPORATE DIRECTORY

DIRECTORS	Alexander CLEMENMichael SCIVOLODavid Nathan ZUKERMAN
SECRETARY	Norman GRAFTON
REGISTERED ANDPRINCIPAL OFFICE	8 Parliament PlaceWEST PERTH WA 6005Telephone: (08) 9481 7833Facsimile: (08) 9481 7835Email: [email protected]Website: www.sabresources.com
SOLICITORS	Blakiston & Crabb1202 Hay StreetWEST PERTH WA 6005
AUDITORS	Stantons InternationalLevel 1, 1 Havelock StreetWEST PERTH WA 6005
SHARE REGISTRY	Computershare Investor Services Pty Ltd*Level 2, Reserve Bank Building45 St George's TerracePERTH WA 6000Telephone: (08) 9323 2000Facsimile: (08) 9323 2033
	ASX code for shares: SBR

* Appears for information purposes only

SECTION		PAGE
	SECTION 1. DETAILS OF THE OFFER	4
	SECTION 2. EFFECT OF THE OFFER ON THE COMPANY	7
	SECTION 3. RISK FACTORS	9
	SECTION 4. ADDITIONAL INFORMATION	11
	SECTION 5. DIRECTORS' RESPONSIBILITY STATEMENT & CONSENT	20
	SECTION 6. DEFINED TERMS	21

Important Notes and Statements

This Prospectus is dated 17 October 2006. A copy of this Prospectus was lodged with the ASIC on 17 October 2006. Neither the ASIC nor the ASX take any responsibility for the contents of this Prospectus. No Options will be issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. Options issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

Initially the Options will be unlisted, however, if at a later date a spread of Option holders sufficient to satisfy ASX Listing Rule requirements is obtained, the Company may apply for Official Quotation of the Options on the ASX.

An application for the Options will only be accepted on the Application Form accompanying this Prospectus.

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Summary of Important Dates

Event	Date*
Announcement of Offer	22 August 2006
Prospectus Lodged at ASIC	17 October 2006
Closing Date of Offer	31 October 2006
Date by which Options will be granted	7 November 2006

*These dates are indicative only. The Directors reserve the right to vary the key dates without prior notice.

Key Definitions

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than used in full on each occasion and are set out in Section 6 of this Prospectus.

SECTION 1. DETAILS OF THE OFFER

$1.1$ The Offer

Pursuant to this Prospectus, the Company makes an offer to clients of Cunningham Securities Pty Ltd ("Cunningham Securities") to subscribe for 20,000,000 Options at an issue price of 0.5 cents per Option, each exercisable at 10 cents on or before 31 December 2012, to raise $100,000 ("Offer").

$1.2$ Opening and Closing Date

The Offer will open for receipt of acceptances at 9.00am WST on 17 October 2006 and will close at 5.00pm WST on 31 October 2006 ("Closing Date") or such later date as the Directors, in consultation with Cunningham Securities, may determine.

$1.3$ Applications

An application for Options pursuant to the Offer can only be made on the relevant Application Form which accompanies a copy of this Prospectus.

Cheques should be in Australian currency and made payable to Sabre Resources Ltd and crossed "not negotiable".

Completed Application Forms must be accompanied by the application monies and lodged in person with or by post to the Company:

By post:

Sabre Resources Ltd	Sabre Resources Ltd
1st Floor, Sterling House	PO Box 1618
8 Parliament Place	WEST PERTH WA 6872
WEST PERTH WA 6005

Application Forms must be completed in accordance with the instructions set out on the back of the Application Form.

Applications under the Offer must be received by 5.00 pm WST on 31 October 2006 (subject to the right of the Directors to close the Offer earlier or to extend this date without notice).

$1.4$ Brokerage and Commissions

By delivery:

The Options are being offered to clients of Cunningham Securities, for which Cunningham Securities will receive a commission of 5% of the total amount raised under the Offer.

No brokerage or stamp duty will be payable by Applicants subscribing for Options under this Prospectus.

1.5 Allotments

The allotment of Options will be made as soon as practicable after the Closing Date. The Company reserves the right to allot Options in full for any application or to allot any lesser number, or to decline any application received.

Where the number of Options allotted is less than the number applied for, the surplus application monies will be returned by cheque within 7 Business Days after the Closing Date. Where no allotment is made, the amount tendered on application with the Application Form will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on monies refunded.

Until issue and allotment of the Options under this Prospectus, the acceptance money will be held in trust by the Company. All application monies will be returned (without interest) in the event the Options are not issued.

A completed and lodged Application Form, together with a cheque for the application monies, constitutes a binding and irrevocable application for the number of Options specified in the Application Form. The Application Form does not need to be signed to be a binding application.

If the Application Form is not completed correctly, or if the accompanying payment of the application monies is for the wrong amount, it may still be treated as a valid application. The Directors' decision whether to treat the application as valid and how to construe, amend or complete the Application Form is final. However, an Applicant will not be treated as having applied for more Options than is indicated by the amount of the cheque for the application monies.

1.6 Minimum Subscriptions

The minimum subscription pursuant to the Offer is $100,000.

No Options will be allotted or issued pursuant to the Offer until the minimum subscription has been received. If the minimum subscription is not achieved within 4 months after the date of this Prospectus, the Company will either repay the application moneys to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid the Application monies.

$1.7$ Purpose of the Offer

After payment of the costs of the Offer, the funds raised will be applied to the following:

ongoing exploration at the Gnamma Dam project; and $(a)$
$(b)$ working capital.

Use of Funds $1.8,$

The application of the $100,000 raised under the Offer is summarised as follows:

Use of Funds
Expenses of the Issue
Gnamma Dam Exploration
Working Capital
Total	$100,000

SECTION 2. EFFECT OF THE OFFER ON THE COMPANY

$2.1$ Principal Effects

The principal effect on the Company of the Offer is as follows:

$(a)$ if the maximum number of Options are allotted pursuant to this Prospectus, the cash reserves of the Company will increase by approximately $100,000 (less expenses of the Offer which are estimated to be $11,000);
$(b)$ if the maximum number of Options issued pursuant to this Prospectus is ultimately exercised, the number of Shares on issue will increase by 20,000,000. If the Options previously issued by the Company are also ultimately exercised, the number of Shares on issue will increase from 28,434,851 to 51,434,851; and
$(c)$ the Company will receive 10 cents for every Option exercised. Assuming all Options issued pursuant to this Prospectus are exercised, the Company will raise approximately $2,000,000.

$2.2$ Balance Sheet and Capital Structure

Set out as follows is an Audited Consolidated Balance Sheet of the Company as at 30 June 2006 and the proposed capital structure of the Company after the Offer:

Audited as at 30June 2006$\left( \mathbb{S}\right)$	UnauditedProforma as at 30June 2006(including the Issue)

164,324	253,324
7.274	7,274
171,598	260,598
171,598	260,598

10,180	10,180
10,180	10,180
10,180	10,180
161,418	250,418

Balance Sheet Pro-forma Reflecting Proposed Offer

SHAREHOLDERS' EQUITY
Issued Capital	16,203,957	16,203,957
Share Option Reserve	288,600
Accumulated Losses	(16, 331, 139)	(16, 331, 139)
TOTAL SHAREHOLDERS' EQUITY	161,418	250,418

Capital Structure of the Company

The pro-forma capital structure of the Company following the Offer pursuant to this Prospectus is set out below:

Issued Capital	Number
Existing Ordinary Shares	28,434,851
Options on issue as at date of this Prospectus Note I	3,000,000
Existing Issued Capital (on a fully diluted basis)	31,434,851
Maximum No. of Options to be issued pursuant to thisProspectus	20,000,000
Total Issued Capital following the Offer under thisProspectus (on a fully diluted basis)	51,434,851

Note 1: These Options each have an exercise price of $0.10 and an expiry date of 31 December 2012 and have been granted on the same terms and conditions as the Options under this Prospectus.

SECTION 3. RISK FACTORS

$3.1$ Introduction

This Section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Intending investors should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to apply for Options.

$3.2$ Exploration and Production Risks

The investment of capital by the Company in exploration does not provide any certainty that the capital expended will result in a discovery of reserves of minerals. If minerals are discovered within the Company's properties there is no certainty that such discoveries may be economically recoverable.

If the Company is successful in the discovery of economic reserves, development and production from the reserves will be subject to the technical, financial, legislative and other factors prevailing at the time, which will affect the decision to proceed to production and the profitability of recovery.

$3.3$ General Commercial Risks

Factors such as inflation, commodity price volatility, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on operating costs and stock market prices. Future possible revenues and share price can be affected by these factors which are beyond the control of the Company.

$3.4$ Changes in Government Policies

The Company's business could be significantly affected by changes to federal, state and local government policies and tax regimes. Any increases in such taxes that cannot be passed on to the consumer, may have the effect of reducing future profits.

$3.5$ Environmental

Mineral exploration involves the risk of environmental contamination and the corresponding operational costs of environmental protection planning, impact analysis, damage control procedures and where accidental leakage or other contamination or well head abandonment occurs, the costs of undertaking rehabilitation operations and the risk of legislative penalties.

3.6 General Investment Risks

There is a risk that the price of Shares and returns to shareholders may be affected by changes in:

(a) local and world economic conditions;
(b) interest rates;
(c) levels of tax, taxation law and accounting practice;
(d) government legislation or intervention;
(e) inflation or inflationary expectations; and
(f) natural disasters, social upheaval or war in Australia or overseas.

$3.7$ Sovereign Risk

The Company has three exploration licences in Tanzania. As such, the Company's operations are exposed to various levels of political, economic and other risks associated with operating in a foreign jurisdiction.

The political conditions in Tanzania are generally stable however, changes may occur in the country's political, fiscal and legal systems potentially affecting the ownership or operations of the Company. As a consequence, there may be changes in exchange rates, control or regulations, expropriation of mining rights, changes in government and in legislative, fiscal and regulatory regimes, violence and lack of law enforcement, political insurrection or labour unrest, inflation or economic recession.

$3.8$ Investment Speculative

The list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The risk factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus.

Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities.

SECTION 4. ADDITIONAL INFORMATION

$4,1$ Legal Framework of this Prospectus

The Company is a "disclosing entity" under the Corporations Act and is subject to the regime of continuous disclosure and periodic reporting requirements. Specifically as a listed company, the Company is subject to the Listing Rules which require continuous disclosure to the market of any information possessed by the Company which a reasonable person would expect to have a material effect on the price or value of its Shares.

$4.2$ Applicability of Corporations Act

As a "disclosing entity", the Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for an offer of options to acquire securities which are quoted enhanced disclosure ("ED") securities and the securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of this Prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the provisions of the Listing Rules as in force from time to time which apply to disclosing entities, and which require the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

The ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with ASIC may be obtained from, or inspected at, any regional office of ASIC.

The Shares underlying the Options to be issued under this Prospectus are in a class of Shares that were quoted on the stock market of ASX at all times in the 12 months before the issue of this Prospectus.

$4.3$ Information Available to Shareholders

The Company will provide a copy of each of the following documents, free of charge, to any investor who so requests during the application period under this Prospectus:

$(a)$ the Annual Financial Report for the Company for the period ending 30 June $2006$ ; and
$(b)$ the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Financial Report of the Company for the period ending 30 June 2006 and before the issue of this Prospectus:

Date	Description of ASX Announcement
13/10/2006	Notice of 2006 Annual General Meeting/Proxy Form
13/10/2006	Final Director's Interest Notice
13/10/2006	Initial Director's Interest Notice
12/10/2006	Results of General Meeting
04/10/2006	Board Changes
27/09/2006	Monthly Report - August

$4.4$ Rights Attaching to Shares

Full details of the rights attaching to the Company's Shares are set out in its Constitution, a copy of which may be inspected at the Company's registered office.

The following is a summary of the rights which attach to the Shares which may be issued if the Options to be issued pursuant to this Prospectus are exercised.

Voting

Every holder of Shares present in person or by proxy, attorney or representative at a meeting of shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of Shares who is present in person or by proxy, attorney or representative has one vote for every fully paid share held by him or her, and a proportionate vote for every partly paid share, registered in such shareholder's name on the Company's share register.

A poll may be demanded by the chairperson of the meeting, by any 5 shareholders present in person or by proxy, attorney or representative, or by any one or more shareholders who are together entitled to not less than 5% of the total voting rights of, or paid up value of, the Shares of all those shareholders having the right to vote at that meeting.

Dividends

Dividends are payable out of the Company's profits and are declared by the Directors. Dividends declared will be payable on the Shares in accordance with the Corporations Act.

Transfer of Shares

A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by the ASX or the Corporations Act for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by the ASX or in any other usual form or in any form approved by the Directors.

The Directors of the Company may refuse to register any transfer of Shares, other than a proper SCH transfer (as defined in the Corporations Act), where permitted by the Listing Rules. The Company must not refuse to register or give effect to or delay or in any way interfere with a proper SCH transfer of Shares or other securities.

Meetings and Notice

Each shareholder is entitled to receive notice of and to attend general meetings for the Company and to receive all notices, accounts and other documents required to be sent to shareholders under the Constitution of the Company, the Corporations Act or the Listing Rules.

Liquidation Rights

The Company has only issued one class of Shares, which all rank equally in the event of liquidation. Once all the liabilities of the Company are satisfied, a liquidator may, with the authority of a special resolution of shareholders divide the whole or any part of the remaining assets of the Company. The liquidator can with the sanction of a special resolution of the Company's shareholders vest the whole or any part of the assets in trust for the benefit of shareholders as the liquidator thinks fit, but no shareholder of the Company can be compelled to accept any Shares or other securities in respect of which there is any liability.

Shareholder Liability

As the Shares issued will be fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

Listing Rules

Despite anything in the Constitution of the Company, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision the Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

$4.5$ Terms and Conditions of Options

The following are the rights attaching to the Options offered under this Prospectus:

a certificate will be issued for the Options; $(a)$
$(b)$ the Options shall expire on 31 December 2012 ("Expiry Date");
$(c)$ subject to paragraph $4.5(m)$ , the Option is a right in favour of the Option holder to subscribe for one Share of the Company;
$(d)$ Shares allotted to Option holders on exercise of Options shall be issued at a price of 10 cents each ("Exercisable Price");
the Exercisable Price of Shares the subject of the Options shall be payable in $(e)$ full on exercise of the Options;
$(f)$ 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 $(i)$
- $(ii)$ pay the subscription monies in full for the exercise of each Option.

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 affect the rights of the Option holder to the balance of the Options held by him;

$(g)$ 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;
Options may, if the Company so decides (in its sole discretion), be listed for $(h)$ Official Quotation on ASX;
$(i)$ the Options shall be freely transferable;
$(i)$ 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;
$(k)$ 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:

$O' = O$ $-E[P - (S + D)]$ $N + 1$

$O2$ $\equiv$ the new Exercise Price of the Option;
$\Omega$ the old Exercise Price of the Option; $\equiv$

E $=$ the number of underlying securities into which one Option is exercisable;

$\overline{P}$ $\equiv$ the average market price per share (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlement date:
S the subscription price for a security under the pro-rata issue; $\equiv$
$\mathbf{D}$ em. the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and
N $=$ the number of securities with rights or entitlements that must be held to receive a right 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:

$(m)$ 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 ASX Listing Rules;
$(n)$ the Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options; and
$(0)$ the Options do not give any right to participate in new issues unless the Option holder exercises the Option.

4.6 Interests of Directors

Directors' Holdings

At the date of this Prospectus the relevant interest of each of the Directors in the securities of the Company are as follows:

Directors	Direct Holdings and those ofAssociates	Shares
Alexander Clemen	Held Directly
Michael Scivolo	Nil	Nil
David Zukerman	Held Directly

Remuneration of Directors

The Constitution of the Company provides that Directors shall be paid remuneration for their services, a sum which may from time to time be determined by the Company in general meeting (which is currently $50,000 per annum). Fees payable to nonexecutive Directors shall be by a fixed sum and not by a commission or on percentage of profits or operating revenue.

A Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Details of remuneration provided to Directors and their associated entities during the past two financial years are as follows:

Financial year up to 30 June 2006

Directors	Super-annuation	Total

Alexander Clemen	-	12,000
David Zukerman

Financial year up to 30 June 2005

Directors	Director'sFees/Salaries	ConsultingFees	Total

Alexander Clemen	12,000		12,000
David Zukerman		.195	.195

Since 1 July 2006, Alexander Clemen has received $3,000 in Director's fees and $500 in consulting fees. David Zukerman has received $4,616 in consulting fees for the same period.

Michael Scivolo joined the Company's Board as a non-executive Director on 3 October 2006. Mr Scivolo will receive an annual Director's fee of $10,000 for his services.

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company; or
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Offer.

4.7 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection $\bullet$ with its formation or promotion or the Offer; or
the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Stantons International are the auditors to the Company. They have provided audit services to the Company during the last two years totalling approximately $26,500.
Blakiston & Crabb have acted as solicitors to the Company in relation to this Prospectus. In respect of their work on this Prospectus, the Company will pay approximately $5,000 for these professional services. Blakiston & Crabb have provided other professional services to the Company during the last two years totalling approximately $6,000.
For placing the Options under this Prospectus to its clients, Cunningham Securities will receive a commission of 5% of the total amount raised under the Offer. Cunningham Securities has provided other professional services to the Company during the last two years totalling $15,000.

The amounts disclosed above are exclusive of any amount of goods and services tax payable by the Company in respect of those amounts.

4.8 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were 8.5 cents on 11 September 2006 and 7 cents on 2 October 2006. The latest available market sale price of Shares on ASX immediately before the date of issue of this Prospectus was 8.4 cents on 16 October 2006

There are currently no listed Options on issue.

4.9 Expenses of the Offer

The approximate expenses of the Offer including advisers' fees, the commission to be paid to Cunningham Securities, ASIC and ASX fees, printing and distribution costs and other miscellaneous expenses, is $11,000 which has been paid or is payable by the Company.

4.10 Consents

Each of the parties referred to in this Section $4.10$ :

$(a)$ does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based, other than as specified in this Section 4.10; and
$(b)$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 4.10.

Stantons International has given its written consent to the inclusion of the audited Balance Sheet of the Company as at 30 June 2006, and to all statements referring to the Balance Sheet as at 30 June 2006 in the form and context in which they are

included, and not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

$(a)$ Blakiston & Crabb as the solicitors to the Company; and
$(b)$ Stantons International as the Auditors of the Company.

4.11 Privacy Disclosure Statement

The Company collects information about each Applicant from an Application Form for the purposes of processing the application and, if the application is successful, to administer the Applicant's security holding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers, (including mailing houses), the ASX, ASIC and other regulatory authorities.

If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

SECTION 5. DIRECTORS' RESPONSIBILITY STATEMENT & CONSENT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors' knowledge, before any issue of Options pursuant to this Prospectus.

The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 17 October 2006

$\sim$

David Zukerman Director

SECTION 6. DEFINED TERMS

"Applicant" means a person who submits an Application Form pursuant to this Prospectus;

"Application Form" means the application form accompanying this Prospectus;

"ASIC" means the Australian Securities & Investments Commission;

"ASX" means Australian Stock Exchange Limited;

"Business Day" means every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is a business day;

"Closing Date" means at 5.00pm WST on 31 October 2006;

"Company" means Sabre Resources Ltd ACN 003 043 570;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Cunningham Securities" means Cunningham Securities Pty Ltd ACN 088 055 636;

"Directors" means the directors of the Company;

"Listing Rules" means the Listing Rules of ASX;

"Prospectus" means this prospectus dated 2006;

"Offer" means the offer pursuant this Prospectus of 20,000,000 Options at an issue price of 0.5 cents per Option, each exerciseable at 10 cents on or before 31 December 2012 at an issue price of 0.5 cents per Option, to raise $100,000;

"Official Quotation" has the meaning ascribed to it in the Listing Rules;

"Option" means an option to acquire one Share;

"Section" means a section of this Prospectus;

"Share" means an ordinary fully paid share in the capital of the Company; and

"WST" means Australian Western Standard Time.

	SABRE RESOURCES LTDACN 003 043 570APPLICATION FORMPlease read all instructions on reverse of this form				Share Registrars use onlyBroker reference - stamp only
A	Number of Options applied forcach Option exercisable at 10 cents on or before31 December 2012.		$\bf{B}$	Total amount payablecheque(s) to equal this amount
		at $$0.005$ each =	A$		Broker codeAdviser Code
C	you may be allocated all of the Options above or a lesser number.Full name details title, given name(s) (no initials) and sumame or company name				D Tax file number(s)/ABNOr exemption category
	Name of applicant 1				Applicant I/company
	Name of joint applicant 2 or Name of joint applicant 3 or				Joint applicant 2/ trustJoint applicant 3/exemption
ЕNumber/street	Full postal address				F Contact detailsContact nameContact daytime telephone number
Suburb/town			State/postcode		Contact email address

Gн	CHESS HIN (if applicable)Cheque payment details please fill out your cheque details and make your cheque payable to "Sabre Resources Ltd".

Drawer		Cheque number	BSB number	Account number	Total amount of cheque

Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Options in the Company, I/We declare that:

this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be $(a)$ bound by the Constitution of the Company;

$(b)$ I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for Options; and

$\left( \mathbf{c}\right)$ I/we acknowledge and consent to the privacy disclosure statement set out in Section 4.11 of the Prospectus.

No signature is required.

You should read the Prospectus dated 17 October 2006 carefully before completing this Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing on this Application Form unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus.

Guide to the Sabre Resources Ltd Application Form

This Application Form relates to the offer of 20,000,000 Options in Sabre Resources Ltd at $0.005 per Option, each Option to acquire one Share and exercisable at $0.10 on or before 31 December 2012, parsuant to the Prospectus dated 17 October 2006. The expiry date of the Prospectus is the date that is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Company and it is advisable to read this document before applying for Options. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and without charge.

Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.

À Insert the number of Options you wish to apply for.
insert the relevant amount of Application monics. To calculate your Application monics, multiply the number of Options applied for by the sum of $0.005. B
$\mathbf C$ Write the full name you wish to appear on the statement of holdings. This must be either your own name or the name of your company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
n Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect your Application.
$\mathbf{F}$ Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
G The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertificated form on the CHESS subregister, complete Section G or forward your Application Form to your sponsoring participant for completion of this section prior to todgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For further information refer to the Prospectus.
Ħ Please complete cheque details as requested:

Make your cheque payable to "Sabre Resources Ltd" in Australian currency and cross it "Not Negotiable". Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

Before completing the Application Form the Applicant(s) should read the Prospectus to which the Application relates. By todging the Application Form, the I Applicant(s) agrees that this Application is for Options in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Options equal to or less than the number of Options indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form. Correct form of Registrable Title

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the sumame is required for each natural person. The name of the beneficiary or any other nonregistrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor	Correct form ofRegistrable Title	Incorrect form ofRegistrable Title
Individual	Mr John Alfred Smith
Use names in full, no initials
Minor (a person under the age of $18$ )	John Alfred Smith	Peter Smith
Use the name of a responsible adult, do not use the name of a minor.
Company	ABC Pty Ltd	ABC P/L
Use company title, not abbreviations		ABC Co
Trusts	Mrs Sue Smith	SmithFamilySue
Use trustee(s) personal name(s), do not use the name of the trust	$\leq$ Sue Smith Family A/C $\geq$	Trust
Deceased Estates	Ms Jane Smith	late JohnEstate-of
Use executor(s) personal name(s), do not use the name of the deceased	$\leq$ Est John Smith A/C>	Smith
Partnerships	Mr John Smith and Mr Michael	John Smith and Sou
Use partners personal names, do not use the name of the partnership	Smith
	$\leq$ John Smith and Son A/C>

Lodgment of Applications

Return your completed Application Form with cheque(s) attached to: BY DELIVERY:

Sabre Resources Ltd 1st Floor, Sterling House 8 Parliament Place WEST PERTH WA 6005 BY POST:

Sabre Resources Ltd PO Box 1618 WEST PERTH WA 6872

Application Forms must be received no later than 5.00 pm WST time on 31 October 2006.