TREK METALS LIMITED — AGM Information 2012

Dec 9, 2012

ZAMBEZI RESOURCES LIMITED Company No. (Bermuda) 35116 ARBN 124 462 826

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

20 December 2012

Time of Meeting

8.00am Bermuda ADT (Atlantic Daylight Time) (8:00 pm Perth WST)

Place of Meeting

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form or CDI Form of Instruction (as applicable) in accordance with the specified instructions.

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Zambezi Resources Limited Company No. (Bermuda) 35116 ARBN 124 462 826

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Zambezi Resources Limited (“ Company ”) will be held at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda on 20 December 2012 at 8.00am Atlantic Daylight Time (ADT), for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolutions accompanies this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

2012 Accounts

To receive and consider the financial report of the Company for the year ended 31 March 2012, and the reports by the Directors and Independent Auditors.

Resolution 1 – Appointment of Auditor

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

“ That, Deloitte Touche Tohmatsu be and is hereby appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors.”

Resolution 2 – Re-election of Mr David Vilensky as a Director

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of clause 77 of the Bye-Laws of the Company and for all other purposes, Mr David Vilensky who was appointed as a Director on 27 October 2009 to fill a casual vacancy, retires and, being eligible, is re-elected as a director of the Company for a term of three years.”

Resolution 3 – Re-election of Mr Richard Procter as a Director

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of clause 77 of the Bye-Laws of the Company and for all other purposes, Mr Richard Procter who was appointed as a Director on 27 October 2009 to fill a casual vacancy, retires and, being eligible, is re-elected as a director of the Company for a term of three years.”

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Resolution 4 – Re-election of Mr Simon Durack as a Director

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“That, for the purposes of clause 77 of the Bye-Laws of the Company and for all other purposes, Mr Simon Durack who was appointed as a Director on 27 October 2009 to fill a casual vacancy, retires and, being eligible, is re-elected as a director of the Company for a term of three years.”

Resolution 5 – Ratification of Prior issue of Shares

To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

“ That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of a total of 83,333,333 Shares as set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on this Resolution by the entity who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b) 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.

Resolution 6 – Approval of 10% Placement Capacity

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

“ That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement. ”

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The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) 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.

BY ORDER OF THE BOARD

Frank Vanspeybroeck CEO

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Proxies

Registered Shareholders for the Company only can vote at the Meeting personally or by proxy, attorney or representative. A Shareholder entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote at the Meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s voting rights. A proxy may but need not be a Shareholder of the Company. The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the respective offices of Computershare Services, for Australian holders not later than 8.00pm Western Standard Time on 18 December 2012. For the convenience of Shareholders a Proxy Form is enclosed with Notices sent to Shareholders.

A Shareholder that is a corporation may elect to appoint a representative in accordance with the Articles of Association in which case the Company will require written proof of the representative’s appointment which must be lodged with, or presented to, the Company not later than 8.00pm Western Standard Time on 18 December 2012.

CHESS Depositary Interests

Holders of CHESS Depositary Interests (“ CDI” ) are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the CDI Form of Instruction enclosed with the Notice sent to them to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia or alternatively you can fax your form to (within Australia) 1800 783 447 and (outside Australia) +61 3 9473 2555, so that CDI holders can direct CHESS Depositary Nominees Pty Ltd (“ CDN ”) to vote the underlying Shares on their behalf. The CDI Form of Instruction needs to be received by not later than 8.00pm Western Standard Time on 18 December 2012.

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Zambezi Resources Limited Company No. (Bermuda) 35116 ARBN 124 462 826

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Zambezi Resources Limited (“ Zambezi ” or “ Company ”) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on 20 December 2012 commencing at 8.00am ADT and 8.00pm WST (Perth) .

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Annual General Meeting.

1 RESOLUTION 1 – APPOINTMENT OF AUDITOR

Section 89(2) of the Companies Act 1981 of Bermuda provides that members of a company at each annual general meeting shall appoint one or more auditors to hold office until the close of the next annual general meeting. In addition, section 89(6) provides that the remuneration of an auditor appointed by the members shall be fixed by the members or by the Directors, if they are authorized to do so by the members.

Therefore pursuant to Resolution 1, Deloitte Touche Tohmatsu will be appointed as the Company’s auditors until the close of the next annual general meeting at a fee to be agreed by the Directors.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

2 RESOLUTION 2 – RE-ELECTION OF MR DAVID VILENSKY AS A DIRECTOR

Under clause 77 of the Bye-Laws of the Company, any Director appointed to fill a casual vacancy (other than a Managing Director) holds office until the conclusion of the next general meeting of Shareholders or for such term as the Company may by Resolution determine and is eligible for re-election.

Mr David Vilensky was appointed as a Director on 27 October 2009 for a period of three years to fill a casual vacancy. Mr Vilensky is offering himself for re-election at the AGM for a further term of three years.

Mr Vilensky is a practising corporate lawyer and managing director of Perth law firm Bowen Buchbinder Vilensky. He has more than 30 years of experience in the areas of corporate and business law and in commercial and corporate management. Mr Vilensky practises mainly in the area of mining and resources, corporate and commercial law, trade practices law, contract law and complex dispute resolution. Mr Vilensky acts for a number of listed and private companies and is also the nonexecutive chairman of Latin Resources Ltd, an ASX listed company focusing on

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exploration in Peru. Mr Vilensky is also the non executive Chairman of the Company

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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3 RESOLUTION 3 – RE-ELECTION OF MR RICHARD PROCTER AS A DIRECTOR

Under clause 77 of the Bye-Laws of the Company any Director appointed to fill a casual vacancy (other than a Managing Director) holds office until the conclusion of the next general meeting of Shareholders or for such term as the Company may by Resolution determine and is eligible for re-election.

Mr Richard Procter was appointed as a Director on 27 October 2009 for a period of three years to fill a casual vacancy. Mr Procter is offering himself for re-election at the AGM for a further term of three years.

Mr Procter is a mining engineer with over 35 years broad international experience covering corporate, operations, contracting, consulting and project developments. He has held senior industry positions that have demonstrated leadership and management of base and precious metal mining concerns; development of bankable feasibility studies and their conversion into mining operations; managed teams undertaking mining asset evaluations and valuations including technical and operational audits (encompassing complete mining asset due diligence and expert reports).

Mr Procter has also been involved in many mining operation start-ups (both small and large) - as well as the re-engineering of large ongoing operations and continues to provide, technical and strategic planning advice to both mining and industrial organisations.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

4 RESOLUTION 4 – RE-ELECTION OF MR SIMON DURACK AS A DIRECTOR

Under clause 77 of the Bye-Laws of the Company, any Director appointed to fill a casual vacancy (other than a Managing Director) holds office until the conclusion of the next general meeting of Shareholders or for such term as the Company may by Resolution determine and is eligible for re-election at that meeting.

Mr Simon Durack was appointed as a Director on 27 October 2009 for a period of three years to fill a casual vacancy. Mr Durack is offering himself for re-election at the AGM for a further term of three years.

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Mr Durack is a Chartered Accountant and practising Company Secretary, with over 28 years commercial experience gained working in Australia, South East Asia and Europe.

Mr Durack's commercial experience includes time worked in the Accounting profession with Coopers & Lybrand (now PricewaterhouseCoopers). He has also held many senior financial and secretarial roles with both large public and private entities. In these roles, Mr Durack has been responsible for providing managerial, secretarial and financial advisory input. Mr Durack has also acted as resident Director for several offshore companies with operations in Australia.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

5 RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES

5.1 Background

On 17 October 2012, the Company entered into a Share Purchase Agreement (“Agreement”) with Bergen Global Opportunity Fund, LP (“Bergen”) pursuant to which Bergen agreed to acquire shares in the Company as part of a funding facility of up to $5,850,000 over two years.

Pursuant to the terms of the Agreement, the Company issued 33,333,333 Shares to Bergen on 19 October 2012 and a further 50,000,000 Shares to Bergen on 22 November 2012 raising $150,000. Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 83,333,333 Shares to Bergen.

5.2 ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5 the following information is provided in relation to Resolution 5

• (a) the Company issued 83,333,333 Shares to Bergen.

• (b) the Shares were issued to Bergen at a purchase price of $0.02 being 90% of the average of five daily VWAPS chosen by Bergen during the 20 trading days before each date of issue.

• (c) The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing shares.

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(d) The Shares were issued pursuant to the Agreement in consideration of the sum of $150,000 which will be used by the Company as working capital.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

6 RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

ASX Listing Rule 7.1 A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity).

The Company is an Eligible Entity.

If Shareholders approve Resolution 6, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 6.2 below).

The effect of Resolution 6 will be to allow the Directors to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1

Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

6.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1 A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $6,139,177

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: ZRL).

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The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1 A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (a) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (b) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (c) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4; and

• (d) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1 A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4

6.3 Technical information required by ASX Listing Rule 7.1 A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 6.3(a)(i), the date on which the Equity Securities are issued.

(b)

Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

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• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under Listing Rule 7.1 A ceases to be valid); or

• (iii) such longer period if allowed by ASX (10% Placement Capacity Period).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1 A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A.2	Dilution
	Issue Price (per	$0.0015	$0.0030 Issue Price	$0.0060 100% increase in Issue Price
	Share)	50% decrease in I Pi
		ssue rce
2,046,392,216 (Current Variable A)	Shares issued - 10% voting dilution	204,639,222 Shares	204,639,222 Shares	204,639,222 Shares
	Funds raised	$306,959	$613,918	$1,227,835
3,069,588,324 (50% increase in Variable A)	Shares issued - 10% voting dilution	306,958,832 Shares	306,958,832 Shares	306,958,832 Shares
	Funds raised	$460,438	$920,876	$1,841,753
4,092,784,432 (100% increase in Variable A)	Shares issued - 10% voting dilution	409,278,443 Shares	409,278,443 Shares	409,278,443 Shares
	Funds raised	$613,918	$1,227,835	$2,455,671

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 2,046,392,216 shares on issue as at 3 December 2012.

2. The issue price set out above is the closing price of the Shares on the ASX on 3 December 2012.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

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Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (d) Purpose of issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the continuation and acceleration of exploration on the Company's Kangaluwi Copper Project in Zambia (funds would then be used for project scoping studies and ongoing project administration) and general working capital; or

• (ii) as non-cash consideration for the same purposes as above but in which circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(e) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

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(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• the information required by Listing Rule 3.10.5A for release to the market.

6.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

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GLOSSARY OF TERMS

In this Explanatory Memorandum and Notice of Meeting, in addition to the terms defined in the body of the Explanatory Memorandum, the following expressions have the following meanings:

“10% Placement Capacity” has the meaning given in Resolution 6 of this Notice;

“ AUD$ ” means Australian dollars.

“ ASX Listing Rules ” means the Listing Rules of the Australian Securities Exchange operated by ASX Limited ABN 98 008 624 691.

“ Company ” or " Zambezi " means Zambezi Resources Limited ARBN 124 462 826.

“ Board” means the board of Directors.

“ Bye-laws” means the bye-laws of the Company.

“Constitution” means the Company’s constitution;

“ Companies Act” means the Bermuda Companies Act 1981.

" Corporations Act " means the Corporations Act 2001 (Cth).

“ Directors ” mean the directors of Zambezi.

“ Eligible Entity ” means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P ASX 300 Index; and

• (b) has a maximum market capitalization (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

“ Equity Securities ” has the same meaning as in the ASX Listing Rules.

“Explanatory Memorandum ” means this Explanatory Memorandum.

“ Meeting ” means the annual general meeting of shareholders of Zambezi convened by the Notice.

“ Notice” or “ Notice of Meeting ” means the notice of annual general meeting that accompanies this Explanatory Memorandum.

“ Resolution” means a resolution referred to in the Notice of Meeting.

“ Shareholder” means a registered holder of Shares.

“Share” means a fully paid ordinary share in the capital of the Company.

“WST” means Western Standard Time as observed in Perth, Western Australia.

“Proxy Form” means the proxy form accompanying the Notice of Meeting

“ VWAP ” means volume weight average price.

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T 000001 000 ZRL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

 For your vote to be effective it must be received by 8:00pm (WST) Tuesday 18 December 2012

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI that you own entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

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CDI Voting Instruction Form

Please mark to indicate your directions

CHESS Depositary Nominees will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Zambezi Resources Limited hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General Meeting of Zambezi Resources Limited to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on Thursday, 20 December 2012 at 8:00am Atlantic Daylight time (ADT), being 8:00pm Perth time (WST) and at any adjournment of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depository Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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• 1 Appointment of Auditor

• 2 Re-election of Mr David Vilensky as a Director

• 3 Re-election of Mr Richard Procter as a Director

• 4 Re-election of Mr Simon Durack as a Director

• 5 Ratification of Prior Issue of Shares

• 6 Approval of 10% Placement Capacity

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SIGN

Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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