SAE.V · 2021-01-28 12:00:00

Sable and South32 Sign Earn-in Agreement to Jointly Explore the Don Julio Project in San Juan, Argentina

Mergers & Acquisitions Property Options & Staking

Sable and South32 Sign Earn-in Agreement to

Jointly Explore the Don Julio Project in San

Juan, Argentina

VANCOUVER, BC

Jan. 28, 2021

/CNW/ - Sable Resources Ltd. ("Sable" or the "Company")

(TSXV: SAE) (OTCQB: SBLRF) is pleased to announce that the Company and its wholly-owned

subsidiary,

Olivares S.A.

("Olivares"), have signed an earn-in agreement (the "EIA") with a wholly-

owned subsidiary of South32 Limited ("South32"), to jointly explore the Don Julio Project located in

San Juan Province,

Argentina

(the "Project").

The Project comprises a 58,000 hectare land package containing several Cu-Au porphyry, Ag-Au

epithermal, and polymetallic skarn targets, which were generated from detailed mapping and

geochemistry work over the past two and a half years. Sable has assigned its option to acquire a

100% interest in the Project from the Project's underlying owners to Olivares as part of this

transaction.

EIA Summary

The EIA grants South32 the right to acquire 65% of the shares of Olivares by providing

US$8.5

million

in exploration funding over a period of five years (the "EIA Period") and assuming

responsibility for paying 100% of the cash option payments due to the underlying owners of the

Project during the EIA Period. At South32's election the EIA Period can be extended by one year to

a total period of six years in consideration for South32 providing an additional

US$1.5 million

exploration funding. Sable will operate all exploration programs during the EIA Period, and will

receive a 7.5% operator fee on all qualifying exploration expenditures. Pursuant to the terms of the

EIA, to maintain the option to acquire a 100% interest in the Project in good standing, Sable retains

the obligation to issue shares to the underlying owners.

A technical committee comprising representatives from each of Sable and South32 will review and

approve annual exploration programs and budgets during the EIA Period. All decisions of the

technical committee will be decided by majority vote, with South32 having a casting vote.

On satisfying the exploration funding and cash option payment requirements under the EIA, South32

may elect to subscribe for 65% of the shares of Olivares. Sable, Olivares and South32 would then

enter into a Shareholders' Agreement, on terms agreed and appended to the EIA.

During the period governed by the Shareholders' Agreement (the "Joint Venture Period"), Sable and

South32 will contribute their proportionate share of further exploration and development expenditures

or dilute on a straight-line basis. Other key terms of the Shareholders' Agreement include:

If South32 elects not to contribute to the first approved program and budget of the Joint Venture

Period (which budget must be a minimum of

US$4,000,000

), then its interest in Olivares will be

immediately reduced to 49%, with Sable's interest immediately increasing to 51%;

At any time, South32 may elect to sole fund a Preliminary Economic Assessment ("PEA") in

exchange for an additional 10% interest in Olivares, such PEA to be delivered within five years

of South32's election;

The Shareholder with the larger interest in Olivares will have the right to act as Operator either

directly or through an affiliate;

For as long as South32 continues to hold the larger interest in Olivares, South32 will have the

right to appoint an affiliate to act as the world wide marketing and distribution agent for product

produced;

In the event that Sable or South32 dilute below a 10% interest in Olivares, then the non-diluted

party is entitled to buy out the diluted party's participating interest; and

At any time, should the surrender or abandonment of part of the Project be authorized by

Olivares, each shareholder will have the right to elect to take an assignment of the surrendered

or abandoned portion, subject to any prior rights of third parties.

The EIA is subject to a number of conditions, including receipt of approval from the TSX-V, the

execution of an Acknowledgement and Consent Agreement between Sable, Olivares, South32 and

the underlying owners of the Project as well as the execution of an Acknowledgement and Consent

Agreement between Sable, Olivares, South32 and Osisko Gold Royalties Ltd.

Ruben Padilla

, Sable's President and CEO stated, "We are very pleased with having signed this

agreement with South32. The 2021 work plan includes a 675 kilometre MagSurvey commencing in

January, which will be followed by ground IP over elected areas of interest. The new geophysical

data will be integrated with the available geological and geochemical information to define and rank

drill targets and plan the initiation of the first round of drilling."

ABOUT SABLE RESOURCES LTD.

Sable is a well-funded junior grassroots explorer focused on the discovery of new precious metal

projects through systematic exploration in endowed terranes located in favorable, established mining

jurisdictions. Sable's main focus is developing its large portfolio of new greenfields projects to

resource stage utilizing its Upper Level Epithermal Strategy. Sable is actively exploring the San Juan

Regional Program (109,055 ha) incorporating the Don Julio and El Fierro Projects in San Juan

Province,

Argentina

; and the Mexico Regional Program (1.16Mha in application, 39,000ha titled)

incorporating the Vinata and El Escarpe projects.

ABOUT SOUTH32 LTD.

South32 is a globally diversified mining and metals company. South32's purpose is to make a

difference by developing natural resources, improving people's lives now and for generations to

come. South32 is trusted by its owners and partners to realise the potential of their resources.

South32 produces bauxite, alumina, aluminium, energy and metallurgical coal, manganese, nickel,

silver, lead and zinc at its operations in

Australia

Southern Africa

and

South America

. With a focus

on growing its base metals exposure, South32 also has two development options in

North America

and several partnerships with junior explorers around the world.