TREK METALS LIMITED — Capital/Financing Update 2013

Apr 25, 2013

==> picture [216 x 121] intentionally omitted <==

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 Thursday, 25 April 2013

Shareholder Letters

Please find enclosed copy of letter sent to Shareholders in relation to Zambezi’s recently announced entitlement offer.

For further information:

==> picture [125 x 64] intentionally omitted <==

Zambezi Resources Limited Frank Vanspeybroeck CEO Tel: +61 8 6555 1879

1 | P a g e

==> picture [216 x 121] intentionally omitted <==

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

23 April 2013

Dear Shareholder

Zambezi's pro rata renounceable entitlement offer

As announced on 16 April 2013, Zambezi Resources Limited ( Zambezi ) is undertaking a partially underwritten pro rata renounceable entitlement offer of new ordinary shares in Zambezi ( New Shares ), and attaching options (exercisable into ordinary shares at $0.001 up until 30 November 2014) ( New Options ), to raise up to approximately $15.4 million (before expenses) ( Entitlement Offer ).

Zambezi is about to undertake the most critical capital raising at a time when it is working hard with Government agencies in Zambia to secure EIS approval which would see the Company move to complete the Bankable Feasibility Study on its 100% owned Kangaluwi Copper Project.

The terms of the offer allow Eligible Shareholders the opportunity to participate in a pro-rata renounceable entitlement issue ( Entitlement ) of up to approximately 15,374,745,512 Shares on the basis of 7 Shares for every 1 Share held at 5.00pm (AWST) on 2 May 2013 ( Record Date ), at an issue price of $0.001 per Share with 1 attaching New Option for every 3 New Shares subscribed for ( Offer ), to raise up to approximately $15.4m before expenses.

The successful completion of the Offer, which is for a minimum of $10m and a maximum of $15.4m, would allow the Company to eliminate its debt and thereby place the Company on a more secure footing to either complete the Bankable Feasibility Study or seek new opportunities utilizing its significant in house capabilities and relationships.

The Company’s major shareholder and Lender, Auctus Resources Fund (ARF) (which was formerly LinQ Resources Fund), has agreed to Sub-Underwrite $6m of the $10m minimum that is conditionally underwritten by Patersons Securities Limited, the required condition being that existing shareholders subscribe for a minimum of $1.5m.

Eligible Shareholders (defined below) may also apply for additional New Shares over and above their entitlement.

Overview of Entitlement Offer

The Entitlement Offer is being made to all Zambezi shareholders on the Record Date whose registered address is in Australia or New Zealand ( Eligible Shareholders ). Shareholders who do not satisfy these criteria will not be eligible to participate in the Entitlement Offer and will be informed accordingly.

1 | P a g e

==> picture [216 x 121] intentionally omitted <==

New Shares issued under the Entitlement Offer will rank equally with all ordinary shares already on issue. Shares issued on exercise of the New Options will rank equally with all ordinary shares already on issue.

Under the Entitlement Offer, Zambezi will issue up to a maximum of 15,374,745,512 New Shares and 5,124,918,171 New Options.

Pursuant to the underwriting arrangements for the Entitlement Offer (discussed below), Zambezi has also agreed, subject to Shareholder approval for that portion that cannot be issued under its placement capacity, to issue up to 4,000,000,000 options (on the same terms as the New Options) to the underwriter and certain sub-underwriters ( Underwriter Options ).

There will be up to approximately 17,571,137,728 shares on issue and 5,218,915,171 options (9,218,915,171 including the Underwriting Options) on issue after completion of the Entitlement Offer.

For the purposes of calculating each Eligible Shareholder’s entitlements, fractional entitlements to New Shares and New Options will be rounded up to the nearest whole number.

The Entitlement Offer is renounceable which means that rights to participate in the offer can be sold on the ASX. To the extent Eligible Shareholders do not take up their rights, those rights will lapse.

Underwriting of Entitlement Offer

The Entitlement Offer is partially and conditionally underwritten by Patersons Securities Limited ( Patersons ) to $10 million. Patersons will receive an advisory fee of $250,000, an underwriting fee of 6% of the total amount underwritten, and a subscription fee of 6% on the amounts raised over and above the underwritten amount. As discussed above, Zambezi will grant Patersons and certain subunderwriters the Underwriter Options (3,640,901,946 of which are subject to shareholder approval). If shareholder approval is not obtained for the grant of the Underwriter Options, Patersons will receive a further fee of $1,092,270 which will be paid from the proceeds of the Entitlement Offer.

Prospectus

A Prospectus detailing the Entitlement Offer was released on ASX on 22 April 2013. A copy of the Prospectus is available to Eligible Shareholders on Zambezi’s website (www.zambeziresources.com) and on ASX’s website (www.asx.com.au). Eligible Shareholders will be mailed a copy of the Prospectus together with an Entitlement and Acceptance form on or before 8 May 2013.

It is important that Eligible Shareholders read the Prospectus carefully before deciding whether to invest and, if in any doubt as to how to proceed, consult with their professional advisers. If Eligible Shareholders wish to participate, they should follow the directions in the Prospectus for the action required of Eligible Shareholders.

2 | P a g e

Key dates for the Entitlement Offer

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

Event	Date (2013)
Shareholders trade on an “ex” entitlement basis	Friday 26 April
Record date for determining entitlements to participate in Entitlement Offer 5.00	Thursday 2 May
pm (AWST) for ASX shareholders
Prospectus and Entitlement and Acceptance form despatched to Eligible	Wednesday 8 May
Shareholders
Entitlement Offer opens	Wednesday 8 May
Rights trading ends	Wednesday 15 May
New Shares trade on a deferred settlement basis	Thursday 16 May
Entitlement offer closes	Wednesday 22 May
Issue and allotment of New Shares (and any Additional New Shares) and	Thursday 30 May
attaching New Options
Commencement of trading of New Shares and any
Additional New Shares (in the form of CDIs) and New Options on ASX	Friday 31 May
Despatch of holding statements

If you have any questions, please call Zambezi on +61 8 6555 1879.

Yours sincerely

Frank Vanspeybroeck Chief Executive Offer Zambezi Resources Limited

3 | P a g e