TREK METALS LIMITED — Capital/Financing Update 2013

Apr 21, 2013

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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 Monday, 22 April 2013

A endix 3B pp

As announced today, Zambezi Resources Limited ( Zambezi ) is undertaking a capital raising by way of a partially underwritten pro rata renounceable entitlement offer of new ordinary shares in Zambezi ( New Shares ) and attaching options ( Entitlement Offer ).

An Appendix 3B for the Entitlement Offer is enclosed.

Under the underwriting arrangements for the Entitlement Offer, Zambezi has also agreed to issue up to 4,000,000,000 options to the underwriter and certain sub-underwriters ( Underwriter Options ) on the basis of one Underwriter Option for each New Share subscribed for. Zambezi will issue 359,098,054 Underwriter Options under its placement capacity and the issue of the balance (i.e. 3,640,901,946) will be subject to shareholder approval.

The Underwriter Options will entitle the holder to subscribe for one fully paid ordinary share in Zambezi, and will have an exercise price of $0.001 per share and expire at 5.00pm (AWST) on 30 November 2014. No monies will be payable for the issue of the Underwriter Options.

If you have any questions please call Zambezi on 08 6555 1879

For further information:

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

1 | P a g e

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Zambezi Resources Limited

ABN

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	Fully paid ordinary shares (Shares) and options to be issued fully paid ordinary shares (Options).
	Approximately 15,374,745,512 Shares and 5,124,915,171 Options pursuant to a pro rata renounceable entitlement offer announced on 16 April 2013 (Entitlement Offer). An additional 4,000,000,000 Options will be issued to the Underwriter and certain sub- underwriters in connection with the Entitlement Offer (Underwriter Options), subject to shareholder approval at a meeting proposed to be held on 20 May 2013. The exact number is still to be finalised and is subject to rounding of security holder entitlements, and in the case of the Underwriter Options,shareholder approval.

3 Principal terms of the +securities (e.g. 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) 4 Do the+securities rank equally in all respects from the+issue date 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	1. Shares Fully paid ordinary shares. 2. Options The Options will expire at 5.00pm AWST on 30 November 2014 and will have an exercise price of $0.001.
	1. Shares Yes. 2. Options No. The Options will form a new class of quoted securities. Any Shares issued on exercise of an Option will rank equally with existing Shares on issue.
	1. Shares $0.001 per Share. 2. Options No additional consideration is payable for the Options.
	The Company intends to use the funds raised from the Entitlement Offer broadly as follows: (a) to retire the Company’s existing debts of approximately $6,500,000 including the amount of $5,986,558.04 that will be owing on completion of the Entitlement Offer under the Convertible Note and Bridging Facility with ARF (formerly LinQ Resources Fund); and (b) provide additional working capital to fund the Company’s operations and fund the costs of the Entitlement Offer.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	Yes.
	20 December 2012
	NIL.
	NIL.
	4,000,000,000 Underwriter Options if Shareholders approve the issue at a meeting proposed to be held on 20 May 2013.
	Up to 15,374,745,512 Shares and 5,124,915,171 Options.
	N/A
	N/A
	Rule 7.1 Capacity: 154,458,832 Rule 7.1A Capacity: 204,639,222

7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

30 May 2013

Number +Class 8 Number and +class of all 17,571,137,728 Fully paid ordinary +securities quoted on ASX shares. ( including the +securities in section 2 if applicable) 9,124,915,171 Options (A$0.001, expiry 30/11/14) The exact number is still to be finalised and is subject to rounding of security holder entitlements, and in the case of the Underwriter Options, shareholder approval. Number +Class 9 Number and +class of all 5,000,000 A$0.02 options exp. 05/05/13 +securities not quoted on ASX 30,000,000 A$0.02 options exp. 31/05/13 ( including the +securities in 10,000,000 A$0.025 options exp 30/09/13 10,000,000 A$0.03 options exp. 30/09/13 section 2 if applicable) 2,500,000 A$0.04 options exp. 01/06/13 2,000,000 A$0.04 options exp. 11/01/14 2,000,000 A$0.05 options exp. 11/01/14 2,500,000 A$0.01 options exp. 30/06/13 30,000,000 A$0.0044 options exp. 17/10/15 10 Dividend policy (in the case of a Same as for existing fully paid ordinary shares. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No. required?

• See chapter 19 for defined terms.

Appendix 3B Page 4

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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 offer 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 20 Names of any underwriters	Renounceable.
	7:1 shares, with 1 Option for every 3 Shares subscribed for.
	Fully paid ordinary shares and options to be issued fully paid ordinaryshares.
	2 May 2013
	No
	Fractional entitlements to Shares and Options will be rounded up to the nearest whole number.
	Only shareholders with a registered address in Australia or New Zealand will receive the offer documentation.
	22 May 2013
	Patersons Securities Limited

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 offer documents 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	The Company has agreed to pay the Underwriter the following fees for its services: (a) 6% of the total underwritten amount of $10 million; (b) 6% on amounts raised in excess of the underwritten amount; and (c) $250,000 by way of a management fee. The Company has also agreed to grant the Underwriter Options to the Underwriter and certain sub-underwriters on the basis of 1 Underwriter Option for every 1 Share underwritten. Refer to section 6.12 of the Prospectus for further information on the underwriting arrangements.
	None.
	N/A
	N/A
	N/A
	The Entitlement Offer documents will be sent to shareholders on 8 May 2013.
	23 April 2013
	26 April 2013

• See chapter 19 for defined terms.

Appendix 3B Page 6

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• applicable)

• 29 Date rights trading will end (if 15 May 2013 applicable)

• 30 How do security holders sell Shareholders may sell all of their their entitlements in full through entitlements on ASX, by providing a broker? instructions to their stockbroker as soon as possible.

• 31 How do security holders sell part Shareholders may sell part of their of their entitlements through a entitlements through a broker and accept broker and accept for the the balance. Entitlements may be accepted balance? by completing and returning the Entitlement and Acceptance Form with the Issue Price for the number of Shares accepted. Remaining entitlements may be sold by contacting the shareholder’s broker.

32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Complete a standard renunciation or transfer form obtainable from a broker or the share registry, Computershare Investor Services Pty Ltd (if Shares are on the issuer sponsored subregister) and send together with the Entitlement and Acceptance Form. If Shares are on the CHESS subregister, shareholders should contact their broker for further instructions.
	30 May 2013

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 8

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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[+] issue date 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)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

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 is not available now, we 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: ............................................................ Date: .22.04.13 (Director/Company secretary)

Print name: Simon Durack

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 1,678,063,313
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 284,995,570 - 24/10/2012
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
33,333,333 - 19/10/2012
issued in that 12 month period with
50,000,000 - 22/11/2012
shareholder approval
• Number of partly paid [+] ordinary
N/A
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary N/A
securities cancelled during that 12 month
period
“A” 2,046,392,216
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	306,958,832
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	2,500,000 - 29/06/2012 25,000,000 - 24/12/2012 25,000,000 - 25/01/2013 50,000,000 - 27/02/2013 50,000,000 - 28/03/2013
“C”	152,500,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	306,958,832
Subtract“C” Note: number must be same as shown in Step 3	152,500,000
Total[“A” x 0.15] – “C”	154,458,832 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	306,958,832
Note: number must be same as shown in
Step 2
Subtract“C”	152,500,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	154,458,832
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	2,046,392,216
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	204,639,222
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	NIL
“E”	NIL

• See chapter 19 for defined terms.

Appendix 3B Page 13

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	204,639,222
Subtract“E” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.10] – “E”	204,639,222 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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