TREK METALS LIMITED — Capital/Financing Update 2012

Aug 19, 2012

ZAMBEZI RESOURCES LIMITED

Entitlement Offer Booklet

DETAILS OF A 2 FOR 3 NON-RENOUNCEABLE PRO RATA ENTITLEMENT OFFER OF ORDINARY SHARES IN ZAMBEZI AT AN OFFER PRICE OF AUD$0.004 PER NEW SHARE

THIS ENTITLEMENT OFFER CLOSES AT 5.00PM (PERTH TIME) ON 17 SEPTEMBER 2012. VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME.

This is an important document which is accompanied by an Entitlement and Acceptance Form for you to subscribe for new ordinary shares in Zambezi Resources Limited. Please read this document carefully and call your professional adviser or the Zambezi Share Registry if you have any queries.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

Entitlement Offer Booklet

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Table of Contents

Chairman’s letter	3
Key Dates for the Entitlement Offer	5
Investor Presentation	6
How to Apply	21
Important Information	26

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CHAIRMAN’S LETTER

20 August 2012

Dear Shareholder

Zambezi Resources Limited (ASX: ZRL) (Zambezi or the Company) is undertaking a NonRenounceable Rights Issue to raise up to AUD $4.47 million (before costs).

To give existing shareholders the opportunity to participate in the capital raising as announced by the Company on Monday, 20 August 2012, Zambezi will conduct a pro rata non-renounceable entitlement offer to eligible shareholders in Zambezi in accordance with the indicative timetable set out below.

On 25 July 2011 the Company announced that it had entered into an AUD $10 million two trances (AUD $5 million each) convertible note facility with the LinQ Resources Fund ( “LRF” ). The first tranche of AUD $5 million has been drawn down and the Company is still to drawdown the second AUD $5 million tranche on completion of a feasibility study for the Project.

The Company intends to use the proceeds of the capital raising for working capital, debt servicing and towards a continued drilling program and more extensive metallurgical test work. These programs will advance the feasibility study work of the proposed Oxide Copper Project, which is Stage 1 of the overall Project mine development plan.

The overall objective is to fast track Stage 1 of the Project by completing the feasibility study and arranging funding (debt and/or equity and/or JV Partner) to bring the Oxide Copper Project into development and provide the Company with the necessary cash flow to advance its Stage 2 Sulphide Copper Project.

Under the proposed Rights Issue, eligible shareholders will be invited to subscribe for 2 new ordinary Zambezi shares ( New Share ) for every 3 existing shares held on the record date at a price of $0.004 per share.

The Rights Issue is not underwritten; however the Company may at a later stage seek underwriting for any shortfall. Our major shareholder being the LinQ Resources Fund has indicated to the Company their intention to take up their full entitlement under this Rights Issue.

If there is any shortfall under the Rights Issue, subject to the Corporations Act and the Listing Rules, the directors reserve the right to place the shortfall to:

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

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Any other parties selected by the directors;

The current proposed timetable for the Rights Issue is set out within the Entitlement Offer booklet.

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Entitlement Offer

The Entitlement Offer is non-renounceable, which means that entitlements to take up New Shares (Entitlements) are non-transferable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements not taken up and their equity interest in Zambezi will be diluted.

The Entitlement Offer is not subject to shareholder approval and will go ahead regardless of whether or not the Facility is approved by shareholders. An Entitlement Offer was considered an appropriate structure to raise funds and allow all eligible shareholders to participate in the capital raising.

Other information

This Offer Booklet contains important information about the Entitlement Offer under the following headings:

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Key dates for the Entitlement Offer; Investor Presentation; How to Apply; and Important Information.

With this booklet you will also find your personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided on the form and the instructions on “How to Apply”.

The Entitlement Offer closes at 5.00pm (Perth time) on 17 September 2012. To participate, you need to ensure that you have completed the Entitlement and Acceptance Form and paid all monies before this time and date. For further information regarding the Entitlement Offer, please call 1300 850 505 (from within Australia) or +61 3 9415 4000 (from outside Australia) between 8.30am and 5pm (Perth time) Monday to Friday, or visit our website at www.zambeziresources.com.

You should also consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Entitlement Offer.

On behalf of the Board of Zambezi, I thank you for your support of our company.

Yours faithfully,

David Vilensky Chairman Zambezi Resources Limited

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KEY DATES

NOTE: These dates and times are indicative only. Zambezi reserves the right to change these dates and times subject to the Corporations Act and the Listing Rules.

Event	Date
Announcement of Entitlement Offer	20 August 2012
Shareholders trade on ‘ex’ entitlement basis	22 August 2012
Record date for determining entitlements to participate in Entitlement Offer	5.00pm (Perth time)
	28 August 2012
Entitlement Offer booklet dispatched to shareholders	3 September 2012
Entitlement Offer opens	3 September 2012
Entitlement Offer closes	17 September 2012
Allotment of New Shares under Entitlement Offer and dispatch of holding	25 September 2012
statements
Normal trading for new shares commences	26 September 2012

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INVESTOR PRESENTATION

Kangaluwi Copper Project

1.0 Company Overview

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Resource Upgrade – 50% Increase

• Current resource for Kangaluwi Copper Project (KCP), (100% owned), increased from 23.5 Mt at 0.8% for 200,000 tonnes of contained copper to 46 Mt grading 0.67% Cu for 300,000 tonnes of contained copper.

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Mining Licence

• Comprises a 245 km[2 ] granted Mining Licence 15547-HQ-LPL located approximately 180 km east of Lusaka.

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Potential

• Current resource area >4 km in length and open in all directions.

• Only a quarter or 25% of 28 km strike length explored.

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Currently Engaged in Pre-Feasibility Study

• Based on August 2012 resource update the Kangaluwi Copper Project includes 7 Mt of oxide and transitional material grading 0.70% Cu on which a likely Stage 1 Heap Leach Project will be designed with the bulk of the resource to be treated in a Stage 2 sulphide operation.

• Infill drill program planned for completion by October 2012.

• Mining studies (AMC), metallurgical test work (Dr Evan Kirby), processing design (Bateman), hydrology (BCHOD) and active permitting in progress.

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Large Geological, Drilling, Geophysical and Geochemical Database

• Total of 80,000 metres of drilling completed.

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Zambia

• Mining friendly, large skilled workforce, good infrastructure, favourable tax laws.

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1.1 Corporate Snapshot

Capital Structure (as at 17/08/2012)

Share Price	AUD $0.007
MarketCap	AUD$11.6million
Ordinary Shares	1.67 billion
Options (Unlisted)	165.5million
Cash	AUD $ 1.0 million
(Undrawn BridgingFacility	AUD$1.5million)
Debt (Convertible Note)	AUD $5.0 million

Top 10 Holders (as at 17/08/2012)

Top 10 Holders (as at 17/08/2012)
RBC Dexia Investor Services Australia Nominees (LinQ)	369,742,674	22.03%
Silva Pty Ltd	51,555,555	3.07%
JP Morgan Nominees Australia Ltd Cash Income A/c	33,444,627	1.99%
JP Morgan Nominees Australia Ltd	30,199,833	1.80%
Glencore Investments BV	29,162,062	1.74%
Astron Limited	29,000,000	1.73%
Merrill Lynch (Australia) Nominees Pty Limited	28,000,000	1.67%
Ms Melanie Bome	24,000,000	1.43%
Mr Andrew Malcolm Tudor Burne	22,560,000	1.34%
Camarri Nominees Pty Ltd	22,222,222	1.32%

1.2 Board and Management

Board of Directors

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David Vilensky (Non-Executive Chairman)

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Emmanuel Heyndrickx (Non-Executive Director)

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Simon Durack (Non-Executive Director)

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Richard Procter (Non-Executive Director)

Management Team

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Frank Vanspeybroeck (Chief Executive Officer)

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Willie Sweta (Chairman Mwembeshi Resources)

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Pierre Malherbe (Chief Financial Officer)

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Marinko Vidovich
(Project Manager)
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Robert McPherson (Country Geology Manager)

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Dennis Mwanza (Exploration Geologist)

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Geoff Booth Evan Kirby (Consultant Geologist) (Consultant Metallurgist)

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1.3 Zambia

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Government

• Multiparty democracy since 1991 with elections held every 5 years. Michael Chilufya SATA was elected president on the 20[th] September 2011.

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Law

(http://www.zambiamining.co.zm)

• English Common Law and Customary Law

• The Mine and Mineral Act (1995)

• Prospecting Licence period of 2 years renewable for three successive periods of two years each relinquishing 50% of the area at each stage

• Mining Licence period of 25 years

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Mining Culture

• Extensive history of mining and exploration, dating from the early part of 20[th] century

• Mining and exploration well understood by the Government and encouraged by authorities

• Excellent permitting system based on Cadastral system

• Secure title to mining rights

• Zambia is set to produce 1.5 million tonnes of copper per annum and become the world's fifth top copper producer by 2015

• (http://allafrica.com/stories/201207100035.html)

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Economy

(https://www.cia.gov/library/publications/the-world-factbook/geos/za.html - as at January 2012)

• Real GDP growth of 6.6%

• Agriculture - GDP 21.4%

• Industry - GDP 35.1%

• Services - GDP 43.5%

• Inflation Rate - 8.4%

• Industrial growth production rate - 8.8%

• Exports – copper/cobalt - 64%

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PROJECT LOCATION

2.0 Kangaluwi Copper Project

2.1 Introduction

The Kangaluwi Copper Project (100% owned) comprises a 245 km[2] granted Mining Licence 15547-HQ-LPL on 16 March 2011, located approximately 180 km east of Lusaka and valid for a period of 25 years.

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MINING LICENCE – MAP OF SOIL GEOCHEMICAL ANOMALIES
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2.2 Geological Setting

Mineralisation at the Kangaluwi Copper Project is hosted by intensely deformed and foliated metasedimentary rocks. These form part of the Zambezi supracrustal sequence located within the Zambezi belt of southern Zambia and are of Neoproterozoic age (~830 Ma). They occur north of the Zimbabwe Archean Craton and form sections of the Irumide belt. The licence falls south east of the celebrated Lufilian Arc, which hosts celebrated deposits of the Zambian copper belt.

Mineralisation is structurally controlled within a series of complex regional shears. The metasedimentary rocks of the Kangaluwi-Chisawa copper prospects trend roughly eastsoutheast and dip shallowly south-west, between 30-40 degrees.

Copper mineralisation is hosted within biotite - muscovite schists, garnet – biotite - muscovite schists, amphibolites, epidosites, quartzite, pegmatite and graphitic shale. These lithological units are often interbedded and in places may display gradational contacts.

Base metal mineralisation at Kangaluwi and Chisawa comprises chalcopyrite, bornite, with malachite, azurite and chrysocolla an upper oxide zone.

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Project Area
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2.3 Exploration History

Mwembeshi Resources Ltd was granted the Large Scale Mining Licence No. 15547-HQ-LML on 16 March 2011 for a period of 25 years, covering an area of 245 km[2] within the Lower Zambezi National Park in Luangwa District, 180 km East of Lusaka.

A first phase exploration program was conducted from 2005 to 2008. The US$35 M program included soil sampling, VTEM survey of 1,810 line km, RC and DD drilling (57,000 metres).

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A second phase exploration program was conducted in 2011. The US$15 M program included 22,000 metres of DD drilling.

Based on the exploration results a resource estimate prepared by AMC Consultants Pty Ltd reported a copper mineral resource at a 0.3% Cu cut-off of 46 Mt @ 0.67% Cu. The Kangaluwi deposit now contains 300,000 t of copper metal. This is an increase of 50% on the previously delineated resource.

The resource will be further updated when an additional 15,000 assay results are added to the database.

At this stage only 25% of the 28 km prospective strike length has been drill tested.

2.4 Exploration Potential

An analysis of anomalous magnetic, geochemical and drill assay data has identified:

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• Two distinct fault orientations, associated with copper (east-west) and gold (northeastsouthwest) mineralisation.

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• Two prospect-metal associations, linked to discrete structural and depositional events

• (a) Cu: Chisawa (b) Cu + Au: Kangaluwi, Kalulu, Imboo

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A correlation between structural intensity and peak mineralisation.

With significant portions of the Kangaluwi Copper Project area yet untested, these and other vectors to mineralisation will be trialled in upcoming exploration programmes when evaluating this highly prospective volcano-sedimentary complex.

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TOTAL MAGNETIC INTENSITY (TMI) SURVEY OVER ML 15547

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2.5 Tenement Map

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ZAMBEZI RESOURCES LIMITED
(ZRL)
ASX Listed
Chalimbana Resources Limited
Cheowa Resources Limited
Mwembeshi Resources Limited
Zambia
Zambia
Zambia
Uranium Project
Gold/Copper Projects JV Copper Project with
5 PL’s for 2,756 km [2] Glencore (51%)
3 PL's for 663 km [2]
Kangaluwi Copper Project Mpande Limestone Limited
1 ML for 245 km [2 ] Zambia
(Chisawa-Kangaluwi-Kalulu) Limestone Project
4 PL’s for 963 km [2] 2 PL’s for ± 185 km [2]
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TENEMENT PLAN
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2.6 Known Resources

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• Updated Kangaluwi Mineral Resource is 46 Mt @ 0.67% Cu, a 50% increase over the 2010 Mineral Resource of 23 Mt @ 0.85% Cu at a 0.3% Cu cut-off grade.

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• The resource now contains 300,000 t of copper metal (2010 Mineral Resource contained 200,000 t of copper metal).

TABLE 1: KANGALUWI COPPER PROJECT MINERAL RESOURCE ESTIMATE REPORTED AT A RANGE OF CUT-OFF GRADES

Resource Category	Cut-off Grade (% Cu)	Tonnes (Mt)	Cu (%)	Contained Cu Metal (t)
Indicated Inferred	0.1 0.1	24 44	0.49 0.54
Total	0.1	68	0.52	353,600
Indicated Inferred	0.2 0.2	23 38	0.51 0.59
Total	0.2	61	0.56	341,600
Indicated Inferred	0.3 0.3	18 28	0.58 0.72
Total	0.3	46	0.67	308,200
Indicated Inferred	0.4 0.4	12 23	0.68 0.80
Total	0.4	35	0.76	266,000

3.0 Kangaluwi Oxide Copper Project

3.1 Overview

Based on August 2012 resource update the Kangaluwi Copper Project includes 7 Mt of oxide and transitional material grading 0.70% Cu on which a likely Stage 1 Heap Leach Project will be developed with the bulk of the resource to be treated in a Stage 2 sulphide operation.

Stage 1

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• 6,000 m of RC and DD drilling to complete the Oxide Copper Project pre-feasibility study by October 2012.

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• Metallurgical test work to-date shows good copper recoveries and economically acceptable acid consumption.

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• Attractive low risk entry into early production from oxide ore processing in 2014 upon successful feasibility study and funding (debt, and/or JV Partner) of the Heap Leach Project.

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• Initial 5 year mine life producing approximately 35,000 t Cu cathode.

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• Further drilling of potential mineralised areas of the under explored strike length to increase oxide project mine life.

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Stage 2

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• Cash flow from the Oxide Project will fund future drilling programs to increase the copper sulphide resource and to complete feasibility studies on the Kangaluwi Sulphide Copper Project development.

3.2 Ongoing Pre-Feasibility Study

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• Power:-

• Substation on the mine site by September 2013

• Negotiating power purchase agreement

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• Skilled workforce identified.

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• Costings for road construction, infrastructure and mining near completion.

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• Feasibility Study to start Q4 2012.

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• Anticipate construction of the Kangaluwi Oxide Copper Project to commence in 2013.

3.3 Proposed Site Layout

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3.4 Project Timeline

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2013 2015
• Oxide Copper Feasibility • Production Copper Cathode
Studies SW/EW
• STAGE 1: • STAGE 2:
•Completion of feasibility •Drilling, Flotation Studies
study (for Sulphide Project)
•Development funding
•Oxide Copper
Construction
2012 2014
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4.0 Use of Funds

The funds raised under the Rights Issue will be applied towards working capital, debt servicing and a continued drilling program together with further extensive metallurgical test work. The objective of these programs is to advance the feasibility study work of the proposed Oxide Copper Project, which is Stage 1 of the overall Project mine development plan.

The overall objective is to fast track Stage 1 of the Project by completing the feasibility study and arranging funding (debt and/or equity and/or JV Partner) to bring the Oxide Copper Project into development and provide the Company with the necessary cash flow to advance its Stage 2 Sulphide Copper Project.

5.0 Underwriting Clause

This offer is not underwritten, but the Company may appoint an underwriter to underwrite fully or partially the shortfall on commercial terms and conditions that may be agreed between any underwriter and the Company.

6.0 Summary

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• The Company has undertaken approximately 47,000 m of reverse circulation and 32,000 m of diamond drilling, based on detailed geochemical and geophysical investigations.

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• Based on the exploration results a resource estimate prepared by AMC Consultants Pty Ltd reported a copper mineral resource at a 0.3% Cu cut-off of 46 Mt @ 0.67% Cu. The Kangaluwi deposit now contains 300,000 t of copper metal. This is an increase of 50% on the previously delineated resource.

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A current and planned drilling program of 6,000 m of RC and diamond drilling to complete the Oxide Copper Project pre-feasibility study by October 2012.

7.0 Risk Factors

Activities in the Company and its controlled entities, as in any business, are subject to risks which may impact on the Company's future performance.

Prior to deciding whether to take up their Entitlement, Shareholders should read the entire Offer Document and review announcements made by the Company to ASX in order to gain an appreciation of the Company, its activities, operations, financial position and prospects.

The information in this Offer Document does not constitute a recommendation to subscribe for New Shares and this Offer Document does not purport to contain all of the information that a Shareholder may require to evaluate a possible application for New Shares. Shareholders should make their own assessment of what information is relevant to their decision to participate in the Offer.

Shareholders should also consider the following summary risk factors which the Directors believe represent some of the general and specific risks that Shareholders should be aware of when evaluating the Company and deciding whether to increase their shareholding in the Company. The following risk factors are not intended to be an exhaustive list of all of the risk factors to which the Company is exposed.

Legislative changes

Changes in government regulations, policies and the laws of foreign countries may have an adverse effect on the Company's operations and financial performance. The Directors cannot guarantee that current regulations, policies and laws will not change or impact on the Company's operations.

Exploration and development risk

Exploration is a high risk activity that requires large amounts of expenditure over extended periods of time. Currently, there are no defined mineral reserves on Zambezi’s projects. Zambezi intends to use funds raised under the Rights Issue to fund exploration programs to confirm the drilling results set out in this presentation. There can be no guarantee that the planned exploration programs will lead to the discovery of a commercial deposit or a commercial mining operation.

While Zambezi’s estimates comply with the JORC Code, the exploration results presented are expressions of judgment based on knowledge, experience and industry practice, and may require revisions following further exploration and future production experience. Estimates valid when made may change significantly when new information becomes available.

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Resource estimate risks

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when made, may change when new information becomes available. Resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. If mineralisation or a formation is different from those predicted by past drilling and mining, resource estimates and mining plans may have to be altered in a way which could either benefit or adversely affect the Company's operations.

Sovereign risk

Zambezi is pursuing projects in Africa and so is subject to the risks associated with operating in that region of the world. These risks may include economic, social or political instability or change, hyperinflation, currency convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

Any future material adverse changes in government policies or legislation in African countries that affect foreign ownership, mineral exploration, development or mining activities may affect the viability and profitability of Zambezi and its projects.

No profit to date

It is not possible to evaluate Zambezi’s prospects based on past performance. Since Zambezi intends to continue investing in its exploration and development program, the board anticipates that Zambezi may make losses in the foreseeable future.

While the board has confidence in Zambezi’s future revenue-earning potential, there can be no certainty that Zambezi will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

Title risk

The tenements in which Zambezi has an interest are subject to various conditions, obligations and terms. If renewal is required this may be at the discretion of the relevant government minister or official. In addition, Zambezi will have to receive regulatory and environmental approval to convert its prospecting licences into production tenements. There is a risk that these approvals may not be obtained. If approval for renewal or conversion is refused, Zambezi will suffer a loss of the opportunity to undertake further exploration and/or exploitation of the tenement.

Commodity price and exchange rate risk

The revenue Zambezi may derive through the sale of copper and other commodities, should it be successful through its exploration activities, exposes its potential income to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of Zambezi. These factors include, among others, supply and demand fluctuations for precious metals, technological advancements, forward selling activities and other macro-

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economic factors. Further, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of Zambezi are and will be taken into account in United States dollars, exposing Zambezi to the fluctuations and volatility of the rate of exchange.

Operational risk

Zambezi’s operations may be affected by various factors which are beyond its control. These include a failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties encountered in mining, commissioning or operating plant, adverse weather conditions, industrial and environmental accidents, industrial disputes, fire, explosions and other incidents beyond its control. These risks could also result in damage to production facilities, personal injury, environmental damage, business interruption, and possible legal liability.

Future capital needs

The Company may require further financing in the future, in addition to amounts raised pursuant to the Offer. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the current market price (or Offer price) or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and this could have a material adverse effect on the Company's activities and could affect the Company's ability to continue as a going concern.

Further funding of projects may be required by Zambezi to support its on-going activities and operations, including finalisation of the bankable feasibility study for the Kangaluwi Copper Project. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of Zambezi and, consequently, its performance. A failure to meet cash calls would result in default in joint venture obligations which, if not remedied, could result in forfeiture of permits or concessions.

Share price variations

The shares offered under the Rights Issue are to be quoted on ASX, where their price may rise or fall in relation to the Offer Price. The shares issued under the Rights Issue carry no guarantee in respect of profitability, dividends, return of capital, or the price at which they may trade on ASX. The value of the shares will be determined by the market and will be subject to a range of factors beyond the control of Zambezi and its directors and officers. Such factors include, but are not limited to, the demand for and availability of shares, movements in domestic interest rates, exchange rates, fluctuations in stock markets and general domestic and economic activity. Returns from an investment in the shares may also depend on general stock market conditions as well as the performance of Zambezi. There can be no guarantee that an active market in the shares will develop or that the market price of the shares will not decline below the Offer Price.

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Economic factors

Changes in economic and business conditions or government policies in Australia, Bermuda, Zambia or internationally may affect the fundamentals which underpin the projected growth of Zambezi’s target markets or its costs structure and profitability. Adverse changes in such things as the level of inflation, interest rates, exchange rates, government policy (including fiscal, monetary and regulatory policies), consumer spending and employment rates, among others, are outside the control of Zambezi and may result in material adverse impacts on the business or its operating results.

Key personnel

A number of key personnel are important to attaining the business goals of the Company. There is no guarantee that if one or more of the Company's directors or key personnel cease their association with the Company there will not be a detrimental effect on the Company given the significant reliance on key management personnel to oversee the day to day operations of the Company.

Regulatory risk

Changes in relevant taxes, legal and administrative regimes and government policies both in Bermuda and overseas may adversely affect the financial performance of Zambezi. Any change to the current rate of company income tax in jurisdictions where Zambezi operates will impact on shareholder returns. Any change to the current rates of income tax applying to individuals and trusts will similarly impact on shareholder returns. In addition, any change in tax arrangements between jurisdictions could have an adverse impact on profit margins and any future dividends.

8.0 Competent Persons Report

The information in this report relating to Mineral Resources was compiled by Mr Dean Carville who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Carville is a full-time employee of AMC Consultants Pty Ltd and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code). Mr Carville consents to the inclusion of this information in the form and context in which it appears.

The information in this announcement that relates to Exploration Results is based on information compiled by Robert McPherson, Country Manager – Geology, Zambia. Robert McPherson is employed as a Geologist for Zambezi Resources and is also a member of the Australasian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Robert McPherson consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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9.0 Qualifying Statement

‐ ‐ This release may include forward looking statements. These forward looking statements are based on Zambezi’s ‐ expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Zambezi, which could cause actual results to differ materially from such statements. Zambezi makes no undertaking to subsequently update or revise the forward ‐ looking statements made in this release, to reflect the circumstances or events after the date of this release.

Frank Vanspeybroeck Chief Financial Officer Telephone: +61 8 6555 1879

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HOW TO APPLY

1 Overview of the Entitlement Offer

Zambezi intends to raise approximately AUD$4.47 million (before costs) through the Entitlement Offer.

New Shares issued under the Entitlement Offer will be issued on a fully paid basis and will rank equally in all respects with existing ordinary Zambezi shares from their date of issue.

2 The Entitlement Offer

Eligible Shareholders (as defined in the “Important Information” section below) are being offered the opportunity to subscribe for 2 New Shares for every 3 Zambezi ordinary shares ( Shares ) held at 5:00pm (Perth time) on 28 August 2012 ( Entitlement ), at the offer price of $0.004 per New Share ( Offer Price ).

Eligible Shareholders may also apply for New Shares in excess of their Entitlement ( Additional New Shares ). Please note that Additional New Shares will only be allocated to Eligible Shareholders, if and to the extent that Zambezi so determines in its absolute discretion and subject to the Corporations Act and the Listing Rules, having regard to the circumstances as at the time of the close of the Entitlement Offer. Any Additional New Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to Ineligible Shareholders if they had been entitled to participate in the Entitlement Offer. Zambezi may apply any scale-back (in its absolute discretion).

The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered without a prospectus. As a result, it is important for Eligible Shareholders to read and understand the information on Zambezi and the Entitlement Offer made publicly available before taking up all or part of their Entitlement or applying for Additional New Shares.

In particular, please refer to this booklet, Zambezi’s interim and annual reports and other announcements made available at the ASX website, www.asx.com.au (including the Zambezi Quarterly Report for the quarter ending June 2012 that was released to ASX on 30 July 2012).

Your Entitlement is set out on the accompanying Entitlement and Acceptance Form and has been calculated as 2 New Shares for every 3 Shares you held as at the Record Date of 5:00pm (Perth time) on 28 August 2012. If you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. All New Shares (including any Additional New Shares) issued under the Entitlement Offer will rank equally with issued Shares.

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3 Consider the Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Entitlement Offer.

You should also refer to the “Key Risks” section of the investor presentation included in this Offer Booklet.

4 Timing of acceptance

To participate in the Entitlement Offer, your payment must be received no later than the close of the Entitlement Offer at 5:00pm (Perth time) on 17 September 2012.

In this Offer Booklet, the period between the Entitlement Offer opening date and closing date is referred to as the Entitlement Offer Period .

5 Complete and return the accompanying Entitlement and Acceptance Form with your Application Monies or make a payment by BPAY

If you decide to take up all or part of your Entitlement or apply for Additional New Shares, please complete and return the Entitlement and Acceptance Form with the requisite Application Monies OR pay your Application Monies via BPAY by following the instructions set out on the Entitlement and Acceptance Form.

Zambezi will treat you as applying for as many New Shares as your payment will pay for in full, subject to any scale-back it may determine to implement, in its absolute discretion, in respect of Additional New Shares. Amounts received by Zambezi in excess of your Entitlement ( Excess Amount ) may be treated as an application to apply for as many Additional New Shares as your Excess Amount will pay for in full. If you are paying by BPAY, please make sure to use the specific Biller Code and unique Customer Reference Number ( CRN ) on the back of your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the CRN specific to the Entitlement on that Form. If you inadvertently use the same CRN for more than one of your Entitlements, you may be deemed to have applied only for Additional New Shares on the Entitlement to which that CRN applies.

Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately.

If you take no action, you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement to participate in the Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

If you take up and pay for all or part of your Entitlement before the close of the Entitlement Offer, you will be allotted your New Shares on 25 September 2012. If you apply for Additional New Shares then, subject to Zambezi’s absolute discretion to scale-back your application for

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Additional New Shares (in whole or part), you will be issued these on 25 September 2012. Zambezi’s decision on the number of New Shares to be allocated to you will be final.

Zambezi also reserves the right (in its absolute discretion) to reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or if they or their nominees fail to provide information to substantiate their claims.

6 Acceptance of the Entitlement Offer

The method of acceptance of the Entitlement Offer will depend on your method of payment, being either:

• by BPAY; or

• by cheque, bank draft or money order.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY, you:

• a) agree to be bound by the terms of this booklet and the rules of Zambezi’s constitution;

• b) authorise Zambezi to register you as the holder(s) of the New Shares allotted to you;

• c) declare that all details and statements made in the Entitlement and Acceptance Form are complete and accurate;

• d) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement Offer;

• e) acknowledge that once Zambezi receives the Entitlement and Acceptance Form or your payment by BPAY, you may not withdraw it except as allowed by law;

• f) agree to apply for, and be issued with up to, the number of New Shares that you apply for at the Offer Price of $0.004 per New Share;

• g) authorise Zambezi and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of Zambezi’s Share Registry upon using the contact details set out in the Entitlement and Acceptance Form;

• h) declare that you are the current registered holder(s) of the Shares in your name at the Record Date;

• i) acknowledge that the information contained in this booklet is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs;

• j) acknowledge the “Key Risks” section of the investor presentation included in this booklet;

• k) authorise Zambezi and its directors to correct any errors in your Entitlement and Acceptance Form;

• l) represent and warrant that the law of any other place does not prohibit you from being given this booklet or making an application for New Shares; and

• m) represent and warrant that you are an Eligible Shareholder and have read and understood this Offer Booklet and the Entitlement and Acceptance Form and that you acknowledge the matters, and make the warranties and representations and agreements contained in this booklet and the Entitlement and Acceptance Form.

In addition, by completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY, you will be deemed to

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have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

• a) you are not in the United States and are not a U.S Person, and are not acting for the account or benefit of, a U.S. Person and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;

• b) you acknowledge that the Entitlements and the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and

• c) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or that is a U.S. Person, or is acting for the account or benefit of a U.S. Person.

Payment by BPAY

For payment by BPAY please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

Please note that should you choose to pay by BPAY:

• you do not need to submit the personalised Entitlement and Acceptance Form but are taken to make the declarations on that Entitlement and Acceptance Form; and

• if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY payment is received by the Zambezi Share Registry by no later than 5:00pm (Perth time) on 17 September 2012. Practically, given that BPAY closes at 4:00pm (Perth time), you will need to ensure that your payment is received by that time. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to Applicants on any Application Monies received or refunded.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your Entitlement and Acceptance Form in accordance with the instructions on the Form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of

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the Application Monies, payable to “Zambezi Resources Limited” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

• for an amount equal to AUD$0.004 multiplied by the number of New Shares (including any Additional New Shares) that you are applying for; and

• in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheques will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to Applicants on any Application Monies received or refunded.

Cash payments will not be accepted. Receipts for payment will not be issued.

7 Mail

To participate in the Entitlement Offer, your payment must be received no later than the close of the Entitlement Offer at 5:00pm (Perth time) on 17 September 2012. Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies to:

Zambezi Share Registry C/- Computershare Investor Services Pty Limited PO Box 505 Melbourne VIC 3001 Australia

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Im ortant Information p

This booklet (including the ASX announcements reproduced in it) and enclosed personalised Entitlement and Acceptance Form have been prepared by Zambezi. The information in this booklet is dated 20 August 2012 (other than the ASX announcements reproduced in it).

No party other than Zambezi has authorised or caused the issue of the information in this booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in the information in this booklet.

The information in this booklet is important and requires your immediate attention.

You should read the information in this booklet carefully and in its entirety before deciding whether to invest in New Shares. In particular, you should consider the risk factors outlined in “Key Risks” section of the investor presentation, any of which could affect the operating and financial performance of Zambezi or the value of an investment in Zambezi.

Zambezi has applied for the grant by ASX of official quotation of the New Shares. It is expected that normal trading will commence in relation to New Shares issued under the Entitlement Offer on 26 September 2012. Zambezi disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are listed on the official list of ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by Zambezi or the Zambezi Share Registry.

1 Not a prospectus

The Entitlement Offer complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Orders [CO 07/571] and [CO 08/35]. Neither this Offer Booklet nor the Entitlement and Acceptance Form is a prospectus for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not, and are not required to, contain all of the information which would otherwise be required to be disclosed in a prospectus. They are not required to be, and will not be, lodged with ASIC. This Offer Booklet should be read in conjunction with Zambezi’s other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.

The New Shares being offered under this booklet are being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ). This booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

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2 Continuous disclosure

Zambezi is a ‘disclosing entity’ under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half-yearly reports.

Zambezi is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, Zambezi has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its shares. That information is available to the public from the ASX.

3 Eligible Shareholders

The information in this booklet contains an offer of New Shares to Eligible Shareholders in Australia or New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as notionally modified by ASIC Class Orders [CO 07/571] and [CO 08/35].

Eligible Shareholders are those holders of Shares who:

• are registered as a holder of Shares as at 5:00pm (Perth time) on 28 August 2012;

• have a registered address in Australia or New Zealand;

• are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person; and

• are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

4 Additional New Shares

Zambezi reserves the right to allot any Additional New Shares to the extent that Zambezi so determines in its absolute discretion, having regard to the circumstances as at the time of the close of the Entitlement Offer. Any New Shares in excess of Entitlements will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to Ineligible Shareholders if they had been entitled to participate in the Entitlement Offer.

If you apply for Additional New Shares then, subject to Zambezi’s absolute discretion to scaleback your application for Additional New Shares (in whole or part), you will be issued these on 25 September 2012. Zambezi’s decision on the number of Additional New Shares to be allocated to you will be final.

5

No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot, in most circumstances, withdraw your application for New Shares once it has been accepted.

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6

No Entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

7 Not investment advice

The information in this booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. Neither is it financial product advice, and it has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Zambezi is not licensed to provide financial product advice in respect of the New Shares. The information in this booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares.

Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the information in this booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

8 Taxation

Taxation implications will vary depending on the individual circumstances of individual investors. You should obtain your own professional advice before deciding whether to invest.

9 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

10 Information availability

Eligible Shareholders in Australia and New Zealand can obtain a copy of this booklet during the period of the Entitlement Offer on the ASX website at www.asx.com.au or by calling the Zambezi Share Registry. Persons who access the electronic version of this booklet should ensure that they download and read the entire booklet. The electronic version of this booklet on the ASX website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Zambezi Share Registry on 08 9323 2000 (within Australia) or +61 8 9323 2000 (from outside Australia) at any time from 8.30am to 5pm (Perth time) Monday to Friday during the Entitlement Offer Period.

Neither the information in this booklet nor the accompanying Entitlement and Acceptance Form constitutes an offer of securities for sale in the United States or to persons that are, or are acting for the account or benefit of, a U.S. Person. Neither this information nor the accompanying Entitlement and Acceptance Form may be distributed to or relied upon by persons in the United States or that are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

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11 Future performance and forward-looking statements

Neither Zambezi nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to the Entitlement Offer. Forward-looking statements, opinions and estimates provided in the information in this booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Forward-looking statements including forecasts, projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Zambezi and the Board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forwardlooking statements in this booklet.

12 Past performance

Investors should note that the past share performance of Zambezi shares provides no guidance as to future price performance.

13 Governing law

This booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

14 Foreign jurisdictions

The information in this booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Shares being offered under the information in this booklet are being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). The information in this booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

The information in this booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand. Shareholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

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The distribution of the information in this booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The Entitlements and the New Shares have not been, or will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of a U.S. Person, and the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Accordingly, the New Shares may constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Shares remain restricted securities, the New Shares may not be deposited in any unrestricted American Depositary Receipt facility with respect to the securities of Zambezi.

15 Underwriting

This offer is not underwritten, but the Company may appoint an underwriter to underwrite fully or partially the shortfall on commercial terms and conditions that may be agreed between any underwriter and the Company.

16 Option holders

Existing option holders will not be entitled to participate in the Entitlement Offer unless they:

• have become entitled to exercise their existing options under the terms of their issue and do so prior to the Record Date; and

• participate in the Entitlement Offer as a result of being a holder of Shares registered on the register of Zambezi on the Record Date.

17 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this booklet.

Any information or representation that is not in this booklet may not be relied on as having been authorised by Zambezi, or its related bodies corporate in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of Zambezi, or any other person, warrants or guarantees the future performance of Zambezi or any return on any investment made pursuant to the information in this booklet.

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18 Withdrawal of Entitlement Offer

Zambezi reserves the right to withdraw all or part of the Entitlement Offer and this Information at any time, subject to applicable laws, in which case Zambezi will refund application monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest.

To the fullest extent permitted by law, you agree that any application monies paid by you to Zambezi will not entitle you to any interest against Zambezi and that any interest earned in respect of application monies will belong to Zambezi.

19 Information about CDIs

The jurisdiction in which the Company is incorporated does not recognise the CHESS system of holding securities or electronic transfer of legal title. Accordingly, as required by the Listing Rules, under the Rights Issue the Company is offering applicants CDIs as an alternative to holding UK or Bermuda registered share/option certificates. No certificates will be issued in Australia and the only security tradeable on the ASX will be CDIs. CDIs are units of beneficial ownership in foreign securities, the legal title of which is vested in CHESS Depositary Nominees Pty Ltd. The main difference between holding CDIs and holding Shares is that the holder of CDIs has beneficial ownership of the equivalent number of Shares in the Company instead of legal title. The Shares and Options are registered in the name of CHESS Depositary Nominees Pty Ltd and held by that entity on behalf of and for the benefit of the security holder.

The ASX Settlement Operating Rules, which are recognised under the Corporations Act, contain provisions to ensure that holders of CDIs over Shares have all the direct economic benefits of holding Shares. With the exception of voting arrangements, CDI Shareholders have the same rights as holders whose securities are legally registered in their own name. The voting exception relates to attending Shareholder meetings and voting on a show of hands. While CDI Shareholders have the right to vote on a poll (whereupon proxies previously lodged can be counted), they are not able to personally vote on a show of hands. However, the ASX Settlement Operating Rules require the Company to give notice to any meeting of Shareholders. The notice must include a form permitting the CDI Shareholders to direct CHESS Depositary Nominees Pty Ltd to cast proxy votes according to the wishes of the CDI Shareholders on whose behalf it holds Shares. The Company is obliged to collect and process these directions. CDI Shareholders wishing to attend personally and vote at a Shareholder meeting must convert their CDIs into certificated Shares prior to the meeting. The CDI Shareholder should contact the Company’s share registry in advance to find out how long the conversion process will take.

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Directory

Registered Australian Office

17 Ord Street West Perth WA 6005 Telephone: +61 (0) 8 6555 1879

Stock Exchange Listing

Zambezi ordinary shares are listed on the Australian Securities Exchange ( ASX ) (code: ZRL)

Website

To view annual reports, shareholder and company information, news announcements, background information on Zambezi’s businesses and historical information, visit Zambezi’s website at www.zambeziresources.com

Zambezi Share Registry

Computershare Investor Services Pty Limited Level 2, Reserve Bank Building 45 St Georges Terrace Perth, Western Australia 6000

Telephone: 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia) open between 8.30am and 5pm (Perth time) Monday to Friday during the Entitlement Offer Period.

Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies to: Zambezi Share Registry C/- Computershare Investor Services Pty Limited PO Box 505 Melbourne VIC 3001

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