TREK METALS LIMITED — Capital/Financing Update 2011

Nov 24, 2011

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ZAMBEZI RESOURCES LIMITED ARBN: 124 462 826 BERMUDA ZAMBIA AUSTRALIA CANON’S COURT PLOT 5697 LEVEL 1, 17 ORD STREET 22 VICTORIA STREET BEU CRESCENT WEST PERTH, WESTERN AUSTRALIA HAMILTON HM12 KALUNDU AUSTRALIA 6005 LUSAKA TEL: +61 8 6555 1879 TEL: +260 211 292101 FAX: +61 8 9398 4104 EMAIL: INFO@ZAMBEZIRESOURCES.COM PO BOX 1796, WEST PERTH WWW.ZAMBEZIRESOURCES.COM WESTERN AUSTRALIA, 6872

ASX Announcement Friday, 25 November 2011

Zambezi announces a A$4.2 million NonRenounceable Ri hts Issue g

Zambezi Resources Limited (ASX: ZRL) ( Zambezi or the Company ) announces plans to undertake a Non-Renounceable Rights Issue to raise up to $A4.2 million.

Under the Company’s A$10 million convertible note facility ( Facility ) with LinQ Capital Limited as responsible entity for the LinQ Resources Fund ( LRF ), announced on 25 July 2011, Zambezi committed to raise at least A$4 million under a Rights Issue offering by 31 December 2011. The Company previously released offer documentation for a Rights Issue on 8 August 2011, but then withdrew the offer on 17 August 2011 as a result of equity market volatility and instability at the time.

LRF has granted Zambezi a waiver and/or extension of certain aspects of the Facility, including the following:

• The Company must undertake a Rights Issue by 31 December 2011, but there is no longer any requirement to raise a minimum of A$4 million. However, if the Rights Issue does not raise A$4 million, the Company will use best endeavours to conduct a further equity raising for any shortfall before 30 June 2012.

• The Company has renegotiated the Facility with LinQ and Tranche A of the Facility will be convertible into ordinary shares at a 20% premium to the Rights Issue and Tranche B at a 20% premium to the volume-weighted average price of Zambezi shares over the 5 trading days preceding the delivery by LRF of a conversion notice.

• Zambezi must hold a general meeting to approve the Facility by 16 December 2011 (an extension of the previous deadline). The Company intends to release a notice of meeting shortly.

To satisfy its revised obligation in relation to the Rights Issue, and to give existing shareholders the opportunity to participate in the funding package as announced by the Company on 25 July 2011, Zambezi will conduct a pro rata non-renounceable entitlement offer to eligible shareholders in Zambezi in accordance with the indicative timetable set out below.

The funds raised by the Rights Issue will be applied by Zambezi towards working capital and exploration and development costs associated predominantly with its Kangaluwi Copper Project.

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Together with the funds available under the Facility, the Company will have valuable funding towards the feasibility study for the development of the Kangaluwi Copper Project.

Under the proposed Rights Issue, eligible shareholders will be invited to subscribe for 1 new ordinary Zambezi share for every 3 existing shares held on the record date at a price of 1 cent per share. The price represents a 17% discount to the closing price of the Company’s shares on ASX of 1.2 cents at closing on the 24[th] November 2011.

If there is any shortfall under the Rights Issue, the directors reserve the right to place the shortfall to:

• Eligible shareholders whose acceptance exceeds their entitlement as shown on their acceptance form for the Rights Issue; or

• Any other parties selected by the directors.

Any shortfall shares will be placed within 2 months of the closing date of the Rights Issue on the same terms as offered to shareholders under the Rights Issue.

The current proposed timetable for the Rights Issue is set out below. These dates are indicative only and Zambezi reserves the right to vary the dates for any reason (subject to the Corporations Act and the Listing Rules).

There will be no deferred settlement trading under the Rights Issue.

Event	Date
Lodge offer documentation and Appendix 3B	1 December 2011
Dispatch notice to shareholders informing them of Rights Issue	2 December 2011
Shareholders trade on ‘ex’ entitlement basis	5 December 2011
Record date for determining entitlements to participate in Rights	9 December 2011
Issue
Completion of dispatch of offer documentation and entitlement	13 December 2011
and acceptance form to shareholders
Acceptance close	29 December 2011
ASX notified of under subscriptions	4 January 2012

Holding statements dispatched to shareholders

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9 January 2012

Normal trading for new shares commences

10 January 2012

Zambezi Resources Limited Frank Vanspeybroeck CEO

Appendix 3B New issue announcement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Zambezi Resources Limited

ARBN

124 462 826

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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)	Fully paid ordinary shares
	Approximately 419,485,635 fully paid ordinary shares pursuant to a rights issue announced on 25 November 2011 (“Rights Issue”)
	Fully paid ordinary shares issued for cash consideration

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all Yes – the shares to be issued under the Rights respects from the date of allotment Issue will rank equally in all respects with the +with an existing securities?[+] class of quoted existing ordinary shares on issue 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

5 Issue price or consideration 1 cent per share 6 Purpose of the issue The net proceeds of the Rights Issue will be (If issued as consideration for the applied to working capital and exploration and acquisition of assets, clearly identify development costs predominantly associated those assets) with the Company’s Kangaluwi Copper Project

• 7 Dates of entering[+] securities into 9 January 2011 uncertificated holdings or despatch of certificates

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	After the Rights Issue, 1,677,942,539 (based on the number of fully paid ordinary shares on issue as at the date of this Appendix 3B and the maximum number of fully paid ordinary shares to be issued under the Rights Issue, subject to the effects of rounding)	Fully paid ordinary shares

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	99,500,000 5,000,000 30,000,000 10,000,000 10,000,000 2,500,000 2,500,000	A$0.01 options exp. 30/11/12 A$0.02 options exp. 05/05/13 A$0.02 options exp. 31/05/13 A$0.025 options exp. 30/09/13 A$0.03 options exp. 30/09/13 A$0.035 options exp. 01/06/12 A$0.04options exp. 01/06/13
	N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No
	Non-renounceable
	1 fully paid ordinary share for every 3 existing fully paid ordinary shares held on the record date
	Fully paid ordinary shares
	9 December 2011
	No
	Entitlements in relation to fractions of shares will be rounded up to the next whole share
	Shareholders in countries other than Australia and New Zealand will not be eligible to participate.
	29 December 2011

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement 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?	N/A – NOT UNDERWRITTEN
	N/A
	N/A
	N/A
	N/A
	N/A
	Dispatch to be completed by 13 December 2011
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Despatch date

N/A

Part 3 - Quotation of securities

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 securities ]

Example: 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 of convertible 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

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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 40 Do the+securities rank equally in all respects from the date of allotment 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.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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 not available now, 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: (Chief Financial Officer)

Date: 25 November 2011

Print name: Pierre Malherbe == == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7