SABRE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2006

Sep 12, 2006

Sabre Resources Ltd ACN 003 043 570

Notice of General Meeting

Explanatory Statement

and

Proxy Form

SABRE RESOURCES LTD

ACN 003 043 570

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members of Sabre Resources Ltd (SBR or the Company) will be held on Wednesday, 18 October 2006 commencing at 9,00am WST at The Celtic Club, 48 Ord Street, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered. Terms used in this Notice of General Meeting have the meaning given to them in the "Definitions" section contained in the Explanatory Statement.

AGENDA

SPECIAL BUSINESS

1. Resolution 1 - Grant of Options

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company approves and authorises the grant 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 and otherwise being granted on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting."

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of an ordinary security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Entitlements

For the purposes of determining voting entitlements at the general meeting, Shares will be taken to be held by persons who are registered as holding Shares at 9.00am WST on Monday, 16 October 2006. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

By order of the Board

Bruce R McCullagh Company Secretary

EXPLANATORY STATEMENT

$\ddot{\mathbf{1}}$ INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Sabre Resources Ltd in connection with the business to be conducted at the general meeting of members to be held at The Celtic Club, 48 Ord Street, Western Australia on Wednesday, 18 October 2006 at 9,00am WST.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

Shareholders should note that the Directors approved the proposal to put the resolution to shareholders as outlined in the Notice of General Meeting and to prepare this Explanatory Statement.

$2.$ RESOLUTION 1 - GRANT OF OPTIONS

ASX Listing Rule Requirements

ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of SBR is required to an issue of equity securities if the securities will, when aggregated with the securities issued by SBR during the previous 12 months, exceed 15% of the number of fully paid ordinary shares on issue at the commencement of that 12 month period.

The number of securities to be issued by SBR under the proposed resolution will exceed this 15% allowance and accordingly shareholder approval is sought for the grant of Options under the resolution.

The information required by ASX Listing Rules 7.1 and 7.3 to be provided to shareholders is contained within this Explanatory Statement and the Notice of General Meeting.

Information on proposed grant of Options

On 23 August 2006, the Company announced that it had placed to clients of AFS licence holder Cunningham Securities Pty Ltd, 20,000,000 Options, exercisable at 10 cents each on or before 31 December 2012, subject to shareholder approval.

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

In compliance with the information requirements of ASX Listing Rule 7.3, shareholders are advised of the following particulars in relation to the proposed grant of Options:

Maximum number of Options to be granted: $(a)$

20,000,000

$(b)$ Date by which SBR will grant the Options:

No later than three months after the date of the meeting, or such later date as approved by ASX by waiver. Allotment of all the Options will occur on the same date.

Price at which Options to be granted: $(c)$

0.5 cents each.

$(d)$ Details of the proposed allottees:

Clients of Cunningham Securities Pty Ltd.

Terms of Options: $(e)$

The Options will be granted on the terms and conditions as outlined in Appendix "A".

$(f)$ Intended use of funds raised:

The grant of Options will raise $100,000 which the Company will apply towards exploration at the Gnamma Dam project and general working capital.

It is proposed that a disclosure document be issued to facilitate the grant of the Options. Directors and their associates are not entitled to participate in the issue of Options and the Options will not be granted to any related parties of the Company.

Effect of grant on capital structure

On completion of the grant of Options contemplated by this Notice of General Meeting the capital structure of the Company will change as follows:

CURRENT

Shares

Number	Description
28,434,851	fully paid ordinary shares

Options

Number	Exercise Price
3,000,000	$0.10

Expiry date 31 December 2012

ON COMPLETION OF OPTION ISSUE

Shares

Ontions

Number Description 28,434.851 fully paid ordinary shares

- - - - - - -Number23,000,000	Exercise Price$0.10	Expiry date-31 December 2012

DEFINITIONS $3.$

ASX	means Australian Stock Exchange Limited.
ASX Listing Rules	means the official listing rules of ASX.
SBR or the Company	means Sabre Resources Ltd ACN 003 043 570.
Director	means a director of the Company.
Option	means an option to acquire a Share on the terms and conditions as outlined inAppendix "A".
Share	means a fully paid ordinary share in the capital of the Company and Shareshas a corresponding meaning.
WST	means Australian Western Standard Time.

SABRE RESOURCES LIMITED APPENDIX "A" TERMS AND CONDITIONS OF OPTIONS

• 1. A certificate will be issued for the Options.
• 1. The Options shall expire on 31 December 2012 ("Expiry Date")
• 1. Subject to condition 13 the Option is a right in favour of the Option holder to subscribe for one fully paid ordinary share in the capital of the Company ("Share").
• 1. Shares allotted to Option holders on exercise of Options shall be issued at a price of 10 cents each ("Exercisable Price").
• 1. The Exercisable Price of Shares the subject of the Options shall be payable in full on exercise of the Options.
• 1. 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:
  • $6.1$ exercise all or a specified number of Options: and
  • 6.2 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.

• 1. 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.
• 1. Options may, if the Company so decides (in its sole discretion), be listed for official quotation on ASX.
• 1. The Options shall be freely transferable.
• 1. 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.
• 1. 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:

• $\Omega$ $=$ the new Exercise Price of the Option.

• $\circ$ $=$ the old Exercise Price of the Option.

• E the number of underlying securities into which one Option is exercisable. $\equiv$

• P $=$ 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 exrights date or ex entitlement date.

• S the subscription price for a security under the pro rata issue. $=$

SABRE RESOURCES LIMITED APPENDIX "A" TERMS AND CONDITIONS OF OPTIONS

• D $=$ the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
• 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.

• 1. 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.
• 1. The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
• 1. The Options do not give any right to participate in new issues unless the option holder exercises the Option.

SARRE RESOURCES LTD ACN 003 043 570 PROXY FORM

The Secretary Sabre Resources Ltd 1st Floor 8 Parliament Place West Perth WA 6872

I/We (full name)

Of (address)____

being a member(s) of Sabre Resources Ltd, hereby appoint as my/our proxy

Of (address)

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the General Meeting of the Company to be held at 9.00am WST on Wednesday, 18 October 2006 and at an adjournment thereof in respect of _________% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

Should you so desire to direct the proxy how to vote, then please tick the appropriate box below:

RESOLUTION

	FOR	AGAINST ABSTAIN
1. Grant of Options

If no directions are given the proxy may vote as the proxy thinks fit or may abstain.

If the member is an individual or joint holder:

Usual Signature		Usual Signature
Dated this	day of	2006.
If the member is a Company:
Signed in accordance with theConstitution of the company inthe presence of:
Director/Sole Director	Director/Secretary	Sole Director and Sole Secretary
Dated this	day of	2006.

NOTES

• A member entitled to attend and vote is entitled to appoint a proxy. A member that is entitled to $1.$ cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
• 1. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the votes.
• $\overline{3}$ . A proxy need not be a member of the Company.
• $\Delta$ A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (1st Floor, 8 Parliament Place, West Perth, Western Australia, 6005) or sent by facsimile to that office on Fax: 08 94817835 to be received not less than 48 hours prior to the time of the meeting.
• 1. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution and s.127 of the Corporations Act.
• 1. The Chairman intends to vote all undirected proxies in favour of the resolution.
• $\overline{7}$ If the proxy form specifies a way in which the proxy is to vote on the resolution stated above, then the following applies:
  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote $(a)$ that way; and
  • if the proxy has 2 or more appointments that specify different ways to vote on the $(b)$ resolution, the proxy must not vote on a show of hands; and
  • if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and $(c)$
  • $(d)$ if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in anyway that the proxy sees fit.