SABRE RESOURCES LIMITED — Major Shareholding Notification 2005

Oct 18, 2005

Form $603$ Corporations Act 2001

Section 671B

Notice of initial substantial shareholder

To:	Company Name/Scheme	SABRE RESOURCES LIMITED
ACN/ARSN		003 043 570
1. Details of substantial holder (1)
Name	ACN/ARSN (if applicable)	CORPORATE & RESOURCE CONSULTANTS PTY LTD073 232 318

The holder became a substantial shareholder on 20/09/2005

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons' votes (5)	Voting power $(6)$
Ordinary	1.500.000	1.500.000	6.4%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Corporate & Resource	Pursuant to a Sale of Shares	1,500,000 ordinary shares
Consultants Pty Ltd	Agreement dated 15/9/2005,
	Corporate & Resource
	Consultants Pty Ltd was
	issued with 1,500,000
	ordinary shares as
	consideration for sale of
	assets to Sabre Resources Ltd
	$-$ refer to Annexure A.

4. Details of present registered holders

The person registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
Corporate & Resource	Corporate & Resource	Corporate & Resource	1.500,000
Consultants Pty Ltd	Consultants Pty Ltd	Consultants Pty Ltd	ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial shareholder became a substantial shareholder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
Corporate & ResourceConsultants Pty Ltd	15 September 2005	N/A	Shares inoverseasexplorationcompany	1,500,000ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

7. Addresses

The addresses of persons named in this form are as follows:

l Name	Address
Corporate & ResourceConsultants Pty Ltd	30 Ledgar Road, Balcatta, Western Australia 6021

Signature

.	Print name	Susmit Shah	Capacity: Director
	sign here	King	date 19/10/2005

Directions

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. A corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting of shares of a company constitute one class unless divided into separate classes.
• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details of:
  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".
• (9) Details of the consideration must include any an all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

ANNEXURE A

This is Annexure "A" of 15 pages referred to in Form 603 signed by me and dated 19 October 2005.

I confirm that the document included in this Annexure A is a true copy of the original.

Shing

Susmit Shah 19 October 2005

SALE OF SHARES AGREEMENT

$\sim$

MINING VENTURES LTD

SALE OF SHARES AGREEMENT

FREENTH Schenber 2005 DATED:

PARTIES

• Sabre Resources Limited (ACN 003 043 570) of 1st floor Sterling House, 8 $\mathbf{L}$ Parliament Place, West Perth, Western Australia (Purchaser)
• $2.$ Corporate & Resource Consultants Pty Ltd (ACN 073 232 318) of 30 Ledgar Road, Balcatta, Western Australia (Vendor)

RECITALS

• The Vendor is the beneficial owner of the Sale Shares. $A_{-}$
• The Vendor has agreed to sell and the Purchaser has agreed to purchase the $B.$ Sale Shares upon and subject to the terms and conditions of this Document.
• C. In procuring the Vendor to enter into the sale and purchase of the Sale Shares, the Purchaser has undertaken to settle in full the outstanding liabilities of Mining Ventures in accordance with clauses 3 and 4.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATIONS

$1.1$ Definitions

In this Document:

Accounts mean the accounts and financial particulars of Mining Ventures.

Assets mean all of the assets of Mining Ventures including Prospecting Licenses, rights to acquire Prospecting Licenses and all plant, fixtures, fittings and chattels of Mining Ventures.

ASX means the Australian Stock Exchange Limited.

Act means the applicable Mining Legislation of the Republic of Tanzania or any amendment or statutory replacement of that Legislation and includes the regulations made under that Legislation.

Business Day means a day on which all the major trading banks are open for business in Western Australia.

Commencement Date means the date of execution of this Document by all Parties.

Completion means the Completion of the purchase and sale of the Sale Shares to occur on the Completion Date in accordance with this Document.

Completion Date means the date stated in Item 2 or any other date, which may be agreed in writing between the Parties.

Completion Period means the period from the Commencement Date until Completion or until termination of this Document pursuant to clause 5 whichever is the earlier.

Confidential Information means all information regarding the current or future business interests, methodology or affairs of any of the Purchaser or Mining Ventures, or any person or entity with which they may deal or be concerned with, including:

• $(a)$ matters of a technical nature including the Mining Information;
• (b) research and development information;
• notes, products, knowhow, trade secrets, engineering or other data; $(c)$
• $(d)$ specifications, processes, formulae;
• $(e)$ accounting procedures or financial information,

and whether:

• $\lceil \mathbf{f} \rceil$ oral, written, recorded or stored by electronic, magnetic, electro magnetic or other form or process or otherwise or in a machine readable form;
• translated from the original form, recompiled, made into a compilation, $(g)$ partially copied, modified, updated or otherwise altered; or
• originated or obtained by, or coming into the possession, custody, $(h1)$ control or knowledge of, a party to this Document.

Document means this share sale agreement as amended by the Parties and includes any schedules or annexures.

Encumbrance means a mortgage, charge, bill of sale, lien, pledge, preferential right, trust arrangement, security interest, plaint, writ, warrant, caveat, registered agreement or dealing or any other interest, right, claim or demand whatsoever other than a Permitted Encumbrance.

Mining Information means all available information relevant to exploration or mining operations (as that term is defined in the Act) on the Prospecting Licenses, including all surveys, maps, mosaics, aerial photographs, electromagnetic tapes, sketches, drawings, memoranda, drill cores, logs of such drill cores, drill chips, samples, geophysical, geological and drill maps, sampling and assay reports and notes, geophysical interpretation and other relevant information and data owned by or under the control of the Vendor or Mining Ventures.

Mining Ventures means Mining Ventures Limited, a company incorporated under the laws of the Republic of Tanzania with the company number 53397 and whose entire issued share capital isowned beneficially by the Vendor.

Parties means the Purchaser and the Vendor and Party means any of them.

Permitted Encumbrance means any royalty on mineral production payable under the Act.

Prospecting Licenses means the prospecting licenses listed in Item 1 including any part of, any and all renewals of, modifications to, substitutions for or any additions to those licenses.

Proceeding includes any claim, suit or litigation whether:

• (a) civil, criminal, administrative or by way of arbitration; and
• $(b)$ before any court, tribunal, governmental board, commission, authority, agency, department or officer.

Purchase Price means 1,500,000 fully paid ordinary shares of the Purchaser and 1,000,000 unlisted options to acquire fully paid ordinary shares of the Purchaser at an exercise price of 10 cents each on or before 30 June 2006.

Records means all the data, accounts, books, ledgers, financial and other material records of every kind kept by, or in relation to, Mining Ventures whether recorded or stored in written form, electronically or otherwise.

Sale Shares means 1,000 fully paid ordinary shares in the capital of Mining Ventures owned by the Vendor comprising all of the issued shares in the capital of Mining Ventures.

Tax means all income tax, recoupment tax, land tax, GST, sales tax, payroll tax, fringe benefits tax, group tax, profit tax, interest tax, property tax, undistributed profits tax, withholding tax, municipal rates, stamp duties, superannuation guarantee levies, training guarantee levies and other taxes, charges and levies assessed or charged or assessable or chargeable by or payable to any national, federal, state or municipal taxation or excise authority and includes any additional tax, interest, penalty, charge, fee or other amount imposed or made on or in respect of the failure to file a return in respect of or to pay any such tax, rates, duties, charges or levies.

WST means the time applicable in Perth, Western Australia.

Warranties means the warranties given by the Vendor under clause 10.

$1,2$ Interpretation

In this Document:

• $(a)$ reference to a person includes any other entity recognised by law;
• the singular includes the plural and vice versa; $(b)$
• $(c)$ words importing one gender include every gender;
• $(d)$ any reference to any of the Parties by their defined terms includes that party's executors, administrators or permitted assigns or, being a company, its successors or permitted assigns;
• $(e)$ an agreement, representation, or warranty on the part of two or more persons binds them jointly and severally;
• $(f)$ an agreement, representation, or warranty in favour of two or more persons is for the benefit of them jointly and severally;
• $(g)$ clause headings are for reference purposes only;
• $(h)$ reference to an Item is a reference to an Item in the schedule;
• reference to an Annexure or Schedule is a reference to the corresponding $(i)$ Annexure or Schedule to this Document:

$(i)$ reference to a statute, ordinance, code, or other law includes regulations and other instructions under it and consolidations, amendments, re-enactments, or replacements of it.

$2.$ SALE AND PURCHASE OF SHARES

The Vendor agrees to sell to the Purchaser who agrees to purchase free of Encumbrances the Sale Shares together with all rights attached thereto for the Purchase Price in accordance with the terms and conditions of this Document.

LIABILITIES OF MINING VENTURES З.

Mining Ventures has outstanding liabilities, which are required to be settled in full by:

• $(a)$ the payment of United States dollars $50,000 to Baldwin & Company Limited; and
• the issue of 350,000 fully paid ordinary shares in the capital of the $(b)$ Purchaser to Baldwin & Company Limited or its nominees:

The Purchaser shall settle these liabilities on behalf of Mining Ventures at Completion.

4. COMPLETION

$41$ Location

Completion will be on the Completion Date at the offices of the Vendor.

$4.2$ Purchaser's Obligations at Completion

At Completion the Purchaser must:

• a) pay to the Vendor the Purchase Price;
• b) reimburse the Vendor $18,000 for costs incurred by it in connection with this transaction; and
• c) complete the payment of the liabilities referred to in clause 3 in accordance with written instructions to be issued by Mining Ventures.

$4.3$ Vendor's Obligations at Completion

At Completion the Vendor must deliver to the Purchaser:

• $(a)$ the share certificates in respect of the Sale Shares together with duly executed transfers of the Sale Shares;

• $(b)$ the Mining Information;

• proof (being a copy of the duly signed minute of such meeting) that a $\left( \text{c} \right)$ directors' meeting of Mining Ventures has been held at which resolutions to the effect that:

  • $(i)$ the transfer of the Sale Shares to the Purchaser was approved and the share register entered accordingly;

• $(ii)$ that 2 persons nominated by the Purchaser as directors of Mining Ventures were duly appointed;

• $(d)$ any certificates of registration or documents of title relating to the Prospecting Licenses which have been issued under the Act:

• $(e)$ all keys, codes, passwords and other security measures relating to Mining Ventures; and

• $\mathbf{f}$ all of the books and records of Mining Ventures.

$4.4$ Further Assurances

The Vendor covenants to do and execute all such acts and things as may be reasonably necessary to place the Purchaser in full control of the Sale Shares as from the Completion Date.

5. TERMINATION

If prior to the Completion Date there is any material change of circumstances in respect of:

• $(a)$ Mining Ventures: or
• $(b)$ the Prospecting Licenses or any one of them; or

if Mining Ventures receives any notice, petition or order for winding up or the appointment of a receiver or an official manager the Purchaser may terminate this Document and will not otherwise be liable to the Vendor.

б. THE COMPLETION PERIOD

$6.1$ Conduct of Mining Ventures Pending Completion

• Until the Completion Date, the Vendor must ensure that Mining $(a)$ Ventures will conduct its business efficiently in a proper and businesslike manner to the best of its skill and ability,
• (b) Until the Completion Date the Vendor must ensure that Mining Ventures shall not:
  • $\left( i\right)$ purchase or acquire an interest in a mining project unrelated to the Prospecting Licenses or any subsidiary or associated company (including without limitation the acquisition of any future joint venture interest); or
  • $(ii)$ enter into any agreement or arrangement requiring the expenditure by Mining Ventures or any subsidiary or associated company of a material amount,

other than with the prior approval of the Purchaser

6.2 Conduct of Vendor Pending Completion

The Vendor must:

conduct the affairs of Mining Ventures as a going concern until the $(a)$ Completion Date;

• $(b)$ conduct the affairs of Mining Ventures efficiently in a proper and businesslike manner to the best of the Vendor's skill and ability;
• $|c|$ ensure that Mining Ventures does not enter into any contract of employment;
• $(d)$ keep the Prospecting Licenses in good standing:
• $(e)$ not sell, transfer or grant security over Mining Ventures or any Prospecting License between the Commencement Date and the Completion Date.

7. ASSIGNMENT

No Party may assign their interest under this Document prior to Completion.

8. RESTRICTIONS ON RIGHT TO ENCUMBER

The Vendor and Mining Ventures must not otherwise create or permit the creation of any Encumbrance over the whole or part of its interest under this Document or in the Prospecting Licenses without the consent of the Purchaser.

9. CAVEAT

The Purchaser is entitled to lodge such caveats pursuant to the Act as it thinks fit to protect any beneficial interest the Purchaser may have in the Prospecting License from time to time.

10. VENDOR'S WARRANTIES

$10.1$ Prospecting License Warranties

The Vendor represents and warrants to the Purchaser that as at the Completion Date:

• $(a)$ Mining Ventures is the sole registered owner of the Prospecting Licenses;
• $(b)$ there is no litigation nor are there any proceedings of any nature whatsoever concerning the Prospecting Licenses to the best of its knowledge and belief;
• it has made no other existing agreement regarding Mining Ventures or $(c)$ the Prospecting Licenses and has the sole and exclusive right to deal therein and no person, firm or corporation other than the Purchaser holds any rights to acquire Mining Venture;
• it has no obligation to pay any royalties (in cash or kind) to any party $(d)$ with respect to the Prospecting Licenses, other than those payable under the Act:
• $(e)$ all matters relating to the Prospecting Licenses and Mining Ventures which would reasonably be regarded as material and proper for disclosure to an intending purchaser thereof have been disclosed to the Purchaser.

$10.21$ Share Capital

The Vendor represents and warrants to the Purchaser that as at the Commencement Date:

• $(a)$ the issued share capital of Mining Ventures is 1,000 ordinary shares which are all beneficially owned by the Vendor:
• $(b)$ Mining Ventures is properly incorporated and existing:
• $(c)$ it is entitled to sell the Sale shares without the consent of any other person or authority;
• $(d)$ it has taken all appropriate actions to authorise the execution of this Document.

$10.3$ Accounts and records

The Vendor represents and warrants to the Purchaser that as at the Commencement Date:

• $(a)$ Mining Ventures:

  • $\mathbf{u}$ is not and will not at the Completion Date be under any obligation to issue or cause the issue of any further shares;
  • $(ii)$ has not given and will not give pending Completion any option or right to acquire or take up any of its unissued shares;
  • (iii) will not allot any further shares or otherwise alter the structure of its share capital:

• $(b)$ there has been, and there will be at the Completion Date, no order made, resolution passed or petition presented for the winding up of Mining Ventures:

• $(c)$ the execution and delivery of this Document:

  • $(i)$ constitutes a legal, valid and binding obligation of the Vendor and its directors enforceable in accordance with its terms by appropriate legal remedy; and
  • does not conflict with or result in a breach of or default of any term $(ii)$ or provision of any agreement, deed or other document to which the Vendor and/or Mining Ventures are a party or by which they are bound.

• $(d)$ there are no contracts, agreements, arrangements, acknowledgments, liabilities or obligations of any description of a material nature (whether actual or contingent) entered into or incurred by Mining Ventures which have not been disclosed to the Purchaser in writing prior to the Commencement Date and no such material contracts, agreements, arrangements, acknowledgments, liabilities or obligations will be entered into or incurred prior to Completion without the written consent of the Purchaser.

• $(e)$ the statutory books and records and books of account and other material records of Mining Ventures:

• $(ii)$ have been truly, fully and accurately kept and completed and will pending Completion continue to be so kept and completed; and

• $(ii)$ have no material inaccuracies or discrepancies contained therein.

• $(f)$ Mining Ventures has complied with all legal requirements for the filing of returns, particulars, notices and other documents with all government and regulatory authorities;

• $(g)$ since the Commencement Date and pending Completion nothing has been done and will be done or permitted to be done which would cause Mining Ventures to incur or result in Mining Ventures incurring any Tax liability otherwise than in the ordinary course of business;

• $(h)$ Mining Ventures has not made or given any guarantees or material undertakings or commitments on capital account or of unusual or contingent liabilities and that its only liabilities are those as stated in clause 3:

• $(i)$ no permit, licence, authority or consent held by Mining Ventures in connection with the carrying on of its business will be adversely affected by or liable to be terminated revoked or varied in any material respect by reason of the acquisition of the Sale Shares by the Purchaser;

• (i) Mining Ventures has no employees, no contracts with its directors and owns or leases no real property other than the Prospecting Licenses:

• $(k)$ with respect to the Sale Shares:

  • $(i)$ the Sale Shares have been duly allotted and are fully paid;
  • $(ii)$ the Vendor is the beneficial owner of the Sale Shares;
  • (iii) the Sale Shares represent the entire issued capital of Mining Ventures;
  • (iv) the Sale Shares are free from Encumbrances at Completion; and
  • $(v)$ the Vendor is entitled and competent, subject to the laws of the Republic of Tanzania and Mining Ventures Constitution, to sell and transfer the Sale Shares without the consent of any other person or authority;

• $\mathbf{u}$ the Vendor is not bankrupt and no application or event has occurred that could give grounds for an application to put the Vendor into bankruptcy;

• (m) there is no writ or other form of execution outstanding against the Vendor;

• $(n)$ there are no facts likely to give rise to any Proceeding and no Proceeding is pending or threatened against the Vendor or any such person in relation to Mining Ventures or the Sale Shares;

• $(0)$ if the Vendor becomes aware of any Proceeding, actual, pending or threatened against the Vendor or in respect of any of its assets or activities or any such person before Completion the Vendor will promptly fully disclose the matter to the Purchaser;

the Vendor in the conduct of Mining Ventures, has not done, or omitted $(p)$ to do, any act or thing in contravention of any applicable law and pending Completion the Vendor will not in the conduct of Mining Ventures contravene any such law.

10.4 Accuracy and Application

• $(a)$ The Vendor represents and warrants that all Warranties are:
  • $\mathbf{H}$ as at the Commencement Date accurate, contain no material omissions and are not misleading; and
  • as a separate warranty as at the Completion Date accurate, contain fiil no material omissions and are not misleading.
• $(b)$ Warranties which apply as at the Commencement Date also apply as at the Completion Date.
• $\left( c\right)$ If the Vendor becomes aware prior to Completion of any facts which render any of the Warranties incorrect, inaccurate, false or misleading, the Vendor must immediately disclose those facts to the Purchaser.
• $(d)$ Each of the Warranties is a separate representation, warranty and undertaking in respect of each statement made and the interpretation of any statement made is not restricted by reference to or inference from any other statement.
• $(e)$ The Warranties do not merge on Completion and are not extinguished or affected by any investigation made by or on behalf of the Purchaser into the affairs of Mining Ventures or by any other event or matter except a specific and duly authorised written waiver or release by the Purchaser.
• $(f)$ The Vendor acknowledges that it has made the Warranties to the Purchaser with the intention of inducing the Purchaser to enter into this Document and that the Purchaser has entered into this Document on the basis of and in full reliance on the Warranties.
• The Purchaser may rescind this Document at any time prior to $\left( g\right)$ Completion for material breach of any of the Warranties.

11. NO CHANGES

It is a condition of this Document that during the period from the Commencement Date until Completion, no materially adverse alteration occurs in any of the facts, matters or circumstances covered by clause 10.

12. GST

• $(a)$ In this clause, the expressions "consideration", "GST", "input tax credit", "supply", "tax invoice", "recipient" and "taxation supply" have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
• $(b)$ Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Document are exclusive of GST.

$(c)$ If GST is imposed on any supply made under or in connection with this Document, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this document.

13. DISCLOSURE OF CONFIDENTIAL INFORMATION

Except for disclosure in accordance with ASX obligations the Parties, their officers, employees and agents must not, and pending Completion will not disclose, divulge, communicate to or otherwise place at the disposal of any third party any Confidential Information in relation to the Purchaser or Mining Ventures (other than to any officers or employees of the Purchaser whose duties require him to have access to such Confidential Information) in any form or by any means, permit the same to be done or occur.

14. NOTICES

$14.1$ Service

Any notice, approval, request, demand or other communication (notice) to be given for the purposes of this Document must be in writing and must be served personally or sent by ordinary or registered mail (airmail if overseas) to the address of the party specified in Item 3, or any other address as that party may notify the other party, in writing, from time to time or by facsimile transmission to the facsimile number of that party specified in Item 3 (if any) or any other facsimile number as that party may notify the other party, in writing, from time to time.

$14.2$ Receipt

A notice given:

• $(a)$ personally is served upon delivery;
• $(b)$ by post (other than overseas airmail) is served three business days after posting:
• $|c|$ by overseas airmail is served seven business days after posting;
• $(d)$ by facsimile transmission will be served upon receipt of a transmission report by the machine from which the facsimile was sent indicating that the facsimile had been sent in entirety to the facsimile number of the receiving party specified in Item 3 or any other number as may have been notified by the receiving party to the other party and if the facsimile has not been completely transmitted by 5.00 pm (determined by reference to the time of day at the recipient's address) it will be deemed to have been served on the next business day.

15. STAMP DUTY AND COSTS

$15.1$ Stamp Duty

The Purchaser must pay all stamp duty on or arising in connection with this Document and any other related documentation.

$15.2$ Costs

Each party must bear its own legal and other costs and expenses arising directly or indirectly with respect to the preparation, execution, completion and performance of this Document or any other related documentation.

16. GOVERNING LAW AND JURISDICTION

This Document is governed by and must be construed in accordance with the laws of Western Australia for the time being in force, and the parties agree to submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

17. WAIVER

The failure or omission of a party at any time to:

• $(a)$ enforce or require the strict observance of or compliance with any provision of this Document; or
• $(b)$ exercise any election or discretion under this Document,

will not operate as a waiver of them or of the rights of a party, whether express or implied, arising under this Document.

18. CUMULATIVE RIGHTS

The rights or remedies conferred on any party by this Document are in addition to all rights and remedies of that party at law or in equity.

19. FURTHER ASSURANCE

Each party must sign, execute and complete all such further documents as may be necessary to effect, perfect or complete the provisions of this Document and the transactions to which it relates.

20. EXECUTION BY COUNTERPARTS

• This Document may consist of one or more counterpart copies. $(a)$
• $(b)$ All counterparts of this Document, when taken together, will constitute the one document.

21. MERGER

This Document will remain in full force and effect after Completion in respect of any matters, agreements, rights, obligations and warranties contained in this Document which have not been observed or performed prior to Completion and all representations, warranties and obligations of the parties will (except for any obligations fully performed on or before the Completion Date) continue in full force and effect despite Completion.

22. SOLE AGREEMENT

$(a)$ This Document constitutes the sole understanding of the Parties with respect to its subject matter and with respect to the rights and obligations of the Parties and replaces all other agreements with respect thereto.

(b) No modification or alteration of the terms of this Document is bindingunless made in writing dated subsequent to the Commencement Date and duly executed by the Parties.

EXECUTED as an agreement.

$\bar{\beta}$

SCHEDULE A

1. PROSPECTING LICENSES

Tanzania PLR 3323/2005 Tanzania PLR3324/2005 Tanzania PLR 3447/2005

$2.$ DATE FOR COMPLETION

19 September 2005

3. ADDRESS FOR NOTICES

$3.1$ Vendor:

30 Ledgar Road Balcatta Perth Western Australia 6021 Telephone +61 8 9240 2836 $\sqrt{Fax}$ +61 8 9240 2406 Attention: Susmit Shah

$3.2$ Purchaser:

1st Floor Sterling House 8 Parliament Place West Perth Western Australia 6005 Telephone +61 89481 7833 $Fax$ +61 89481 7835 Attention: David Zukerman

Executed by Sabre Resources Limited in accordance with section 127 of the Corporations Act:

Caad heep (

(Signature of Secretary/other Director)

$\frac{Q_{\text{AUC}}-Q_{\text{ASC}}}{(\text{Name of Secretary/other Director in})}$

(Signature of Director)

ستريب

full)

(Name of Director in full)

DAVID MATTIAN ZUKERUMAN

Executed by Corporate & Resource Consultants Pty Ltd in accordance -) with section 127 of the Corporations Act:

$\int_{\mathcal{A}}!!!!\int_{\mathcal{A}}!!!!!\int_{\mathcal{A}}$

(Signature of Secretary/other Director)

$\frac{\text{St} \mathcal{S} \mathcal{W}}{\text{(Name of Secretary/other Director in)}}$ full)

(Signature of Director)

John Wer

(Name of Director in full)

Ì

$\mathcal{E}$