SABRE RESOURCES LIMITED — Capital/Financing Update 2010

Feb 7, 2010

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

$\mathbf{1}$

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).

$\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued

+Class of +securities issued or to be issued

• Principal terms of the +securities (eg, if 3 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)
• 4 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
• 5 Issue price or consideration
• 6 Purpose of the issue (If issued as consideration for the acquisition) of assets, clearly identify those assets)

Ordinary fully paid shares

13,302,146 ordinary fully paid shares

Exercise of 13,302,146 listed options (SBRO) with an exercise price of 35 cents each

The Shares rank equally in all respects with the existing ordinary fully paid shares

$4,655,751.10

Exercise of options

+ See chapter 19 for defined terms.

$\overline{7}$	Dates of entering *securities intouncertificated holdings or despatch ofcertificates	5 February 2010
		Number	+ Class
8.	Number and + class of all + securities quotedon ASX (including the securities in clause 2if applicable)	109,802,997	Fully paid ordinary shares
		Number	+ Class
9.	Number and + class of all + securities notquoted on ASX (including the securities inclause 2 if applicable)	23,000,000	Unquoted optionsexercisable at 10 cents eachand expiring 31 December2012
		250,000	Unquoted optionsexercisable at 30 cents eachand expiring 1 November2010
		250,000	Unquoted optionsexercisable at 40 cents eachand expiring on 1 November2010
		8,750,000	Unquoted optionsexercisable at 25 cents eachand expiring on 30November 2011
10	Dividend policy (in the case of a trust,distribution policy) on the increased capital		Dividend policy not yet implemented

(interests)

Dividend policy not yet implemented

Part 2 - Bonus issue or pro rata issue

• Is security holder approval required? $11$
• 12 Is the issue renounceable or non-renounceable?
• Ratio in which the "securities will be offered $137$
• +Class of +securities to which the offer relates $14$
• +Record date to determine entitlements 15
• Will holdings on different registers (or $16-16$ subregisters) be aggregated for calculating entitlements?

17	Policy for deciding entitlements in relation tofractions
18	Names of countries in which the entity has+ security holders who will not be sent new issuedocuments
	Note: Security holders must be told how their entitlements are to bedealt with.
19	Cross reference: rule 7.7.Closing date for receipt of acceptances orrenunciations
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 theissue
24	Amount of any handling fee payable to brokerswho lodge acceptances or renunciations on behalfof *security holders
25	If the issue is contingent on + security holders'approval, the date of the meeting
26	Date entitlement and acceptance form andprospectus or Product Disclosure Statement willbe sent to persons entitled
27	If the entity has issued options, and the termsentitle option holders to participate on exercise,the date on which notices will be sent to optionholders
28.	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do + security holders sell their entitlements infull through a broker?
31	How do + security holders sell part of theirentitlements through a broker and accept for thebalance?
32	How do + security holders dispose of theirentitlements (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 ΙXΙ

$(a)$

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

36

If the "securities are "equity securities, a distribution schedule of the additional *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

Entities that have ticked box 34(b)

• $3,$ 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. $\bullet$
  • 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense 3 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 David Zukerman Director

Date: 8 February 2010

$\frac{1}{2}$

+ See chapter 19 for defined terms.