SABRE RESOURCES LIMITED — Capital/Financing Update 2009

Oct 8, 2009

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

SABRE RESOURCES LIMITED

ABN

68 003 043 570

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• $\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued
• Number of ⁺securities issued or to be issued $\mathcal{D}$ (if known) or maximum number which may be issued
• 3 Principal terms of the ⁺securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)
• Do the ⁺securities rank equally in all respects $\boldsymbol{\Delta}$ from the date of allotment with an existing ⁺class of quoted ⁺securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 5 Issue price or consideration

Fully paid ordinary shares

11,000,000

Fully paid ordinary shares

Yes

10 cents each

⁺ See chapter 19 for defined terms.

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• $\tau$ Dates of entering ⁺securities into uncertificated holdings or despatch of certificates
• Number and ⁺class of all ⁺securities quoted 8 on ASX (including the securities in clause 2 if applicable)
• Number and ⁺class of all ⁺securities not 9 quoted on ASX (including the securities in clause 2 if applicable)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Dividend policy not yet implemented

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required?
• 12 Is the issue renounceable or non-renounceable?
• 13 Ratio in which the ⁺securities will be offered
• 14 ⁺Class of ⁺securities to which the offer relates
• 15 +Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Funds raised will be used to explore and develop the Ongava base metal project in Namibia and also to augment working capital.

Number	+Class Fully paid ordinary shares
85,434,851
14,000,000	Options exercisable at 35 cents each and expiring 27 January 2010

Number	+ Class
23,000,000	Unquoted options exercisable at 10 cents each and expiring 31 December 2012
250,000	Unguoted options exercisable at 30 cents each and expiring 1 November 2010
250,000	Unquoted options exercisable at 40 cents each and expiring on 1 November 2010

17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with.
19	Cross reference: rule 7.7. Closing date for receipt of acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on "security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do + security holders sell their entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?
32	How do *security holders dispose of their entitlements (except by sale through a broker)?
33	*Despatch date

⁺ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 冈

$(a)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over A copy of any trust deed for the additional *securities 37

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the ⁺securities rank equally in all respects from the date of allotment with an existing 'class of quoted 'securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause $38)$

Number	+ Class
		.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the 'securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Lodged electronically Norman Grafton Company secretary

Date: 9 October 2009

$== == == == == == == == == == == == == == == == == == == == == == == == == == == == == == == == == == == == ==$

⁺ See chapter 19 for defined terms.

9 October 2009

NOTICE UNDER SECTION 708A (5) OF THE CORPORATIONS ACT

This notice is given under paragraph $(5)(e)$ of section 708A of the Corporations Act.

The following securities of the Company were issued without disclosure to investors under Part 6D.2 of the Corporations Act:

• Type: Ordinary Shares
• Class/description: Ordinary Fully Paid Shares
• ASX Code: $\bullet$ SBR
• Date of Issue 8 October 2009 $\bullet$
• Number Issued: 11,000,000
• Issue Price per Security: AUD \$0.10

The Company intends to apply to Australian Securities Exchange Limited for quotation of the above Shares.

As at the date of this notice, the Company has complied with:

(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

(b) section 674 of the Corporations Act.

Other information which is excluded information required to be disclosed under paragraph (6)(e) of section 708A of the Corporations $Act:$ NONE

For and on behalf of Sabre Resources Ltd

David Zukerman Director