SABRE RESOURCES LIMITED — Capital/Financing Update 2018

Aug 14, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Sabre Resources Ltd

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).

1 +Class of +securities issued or to be issued Fully Paid Ordinary

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the +securities (e.g. 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)

2,500,000 Shares

Fully Paid Ordinary

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the +issue date with anexisting +classof quoted +securities?If the additional +securities do not rankequally, please state:the date from which they dothe extent to which they participate forthe next dividend, (in the case of atrust, distribution) or interest paymentthe extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment	Yes, the Shares rank equally in allrespects from the date of issuewith the existing quoted fully paidordinary shares of the Company.
5	Issue price or consideration	$0.015 cents
6	Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identify thoseassets)	As part of the consideration toacquire 100% interest in KineticMetalsPtyLtd,whichownsSpeewah,UnalyandBallaVanadium Projects.
6a	Is the entity an +eligible entity that hasobtained security holder approval underrule 7.1A?	Yes
	If Yes, complete sections 6b –6h inrelation to the +securities the subject of thisAppendix 3B, and comply with section 6i
6b	The date the security holder resolution
	under rule 7.1A was passed	16November 2017
6c	+securitiesNumberofissuedwithoutsecurity holder approval under rule 7.1	Nil
6d	Number of +securities issued with securityholder approval under rule 7.1A	Nil
6e	Number of +securities issued with securityholder approval under rule 7.3, or anotherspecific security holder approval (specifydate of meeting)	2,500,000 issued following approvalatan extraordinary generalmeetingheld on the 6July 2018.

+ See chapter 19 for defined terms.

• 6f Number of +securities issued under an exception in rule 7.2 Nil
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3?

Include the +issue date and both values. Include the source of the VWAP calculation.

• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

Nil

N/A

Rule 7.1 - 55,776,042

Rule 7.1A – 10,836,806

13 August 2018

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

in section 2 if applicable)

• Number +Class 8 Number and +class of all +securities quoted on ASX (including the +securities 371,840,280 Fully paid ordinary shares (SBR)
• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
125,000,000	Options exercisableat 1.5 cents each onorbefore1December 2021(SBRAB)

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

Dividend policy not yet determined

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue – N/A

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securitieswill be offered
14	+Class of +securities to which theoffer relates
15	+Record date to determineentitlements
16	Will holdings on differentregisters (or subregisters) beaggregated for calculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closing date for receipt ofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothe broker to the issue

+ See chapter 19 for defined terms.

• 25 If the issue is contingent on security holders' approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents 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
  • 33 +Issue date

sale through a broker)?

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

• See chapter 19 for defined terms.

Part 3 - Quotation of securities – N/A

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

34	Type of +securities(tick one)
(a)	☐	+Securities described in Part 1
(b)	☐	All other +securitiesExample: 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 ofconvertible 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

37 ☐ A copy of any trust deed for the additional +securities

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

1989 - Andrea Andrew Maria (h. 1989).
and the control of the control of the control of the control of the control of the control of the control of the

+ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the +issue date 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

Example: In 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

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 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.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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: Date: 15 August 2018

Print name: Graham Baldisseri (Company Secretary)

== == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the251,472,228+issue date or date of agreement to issue
Add the following:Number of fully paid +ordinary securities•
issued in that 12 month period under anexception in rule 7.2	Nil
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	12,000,000 issued 22/3/18 (ratified 8/3/18)
Number of partly paid +ordinary•securities that became fully paid in that12 month period	40,000,000 issued 27/4/18 (ratified 8/3/18)39,520,830 issued 27/4/18 (ratified 6/7/18)26,347,222 issued 27/4/18 (ratified 6/7/18)
Note:•Include only ordinary securities here –other classes of equity securities cannot	2,500,000 subject of this Appendix 3B
be added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	Nil
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	371,840,280

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	55,776,042
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	0
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2	55,776,042
Subtract "C"
Note: number must be same as shown inStep 3	Nil
Total ["A" x 0.15] – "C"	55,776,042
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entitiesStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Note: number must be same as shown inStep 1 of Part 1	371,840,280
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	37,184,028
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been usedInsert number of +equity securities issued	26,347,222 issued on 27/4/18
or agreed to be issued in that 12 monthperiod under rule 7.1A	(ratified 6/7/18)
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	26,347,222

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10Note: number must be same as shown inStep 2	37,184,028
Subtract "E"Note: number must be same as shown inStep 3	26,347,222
Total ["A" x 0.10] – "E"	10,836,806Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.