TREK METALS LIMITED — Capital/Financing Update 2013

Apr 15, 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
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ASX Announcement Tuesday, 16 April 2013

Zambezi to Recapitalise Balance Sheet with Capital Raising up to A$15.4M

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• Zambezi proposing to raise up to A$15.4M through a 7-for-1 renounceable pro-rata entitlements issue at 0.1c per share plus a 1-for-3 free attaching November 2014 option exercisable at 0.1c per share.

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• Patersons Securities Limited appointed as Lead Manager and intends to partially underwrite the issue to A$10M.

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• New, debt free funding framework and well capitalised balance sheet.

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• Raising will fund completion of the oxide Bankable Feasibility Study (BFS) once the Environmental Impact Statement (EIS) for the Kangaluwi Copper Project (Kangaluwi) is secured.

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• Kangaluwi already hosts a total indicated and inferred JORC resource of 45 million tonnes @ 0.67% copper with 308,000t of contained copper with only 20% of the mining licence exploration targets drilled.

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• A successful capital raising will enable Zambezi to capitalise on its investment in Kangaluwi and progress with the goal of becoming a copper producer in 2015.

Zambezi Resources Limited (ASX: ZRL) (“ Zambezi ” or the “ Company ”) is pleased to announce that it has reached agreement with Patersons Securities Limited (“Patersons”) to raise up to A $15.4 million through a renounceable pro-rata rights issue to shareholders which is intended to be partially underwritten to A$10 million.

This raising will enable the Company to eliminate debt and simplify its funding framework as it seeks to secure the Environmental Impact Statement (EIS) for its Kangaluwi Copper project (“Kangaluwi”). Zambezi has also terminated its current funding facility with Bergen by mutual consent without any penalty. Upon completion of a successful raising and receipt of the outstanding EIS, the Company will finalise its oxide Bankable Feasibility Study (BFS) at Kangaluwi. It is also the Company’s intention to divest its non-core assets.

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The Company is well advanced in developing Kangaluwi that already hosts a total indicated and inferred JORC resource of 45 million tonnes @ 0.67% copper with 308,000t of contained copper with only 20% of the mining licence exploration targets drilled. It is anticipated that further drilling on these exploration targets will increase the resource and impact positively on mine economics.

This raising will ensure Zambezi is well positioned to capitalise on the investment they have made into Kangaluwi. The Company will emerge from the raising debt free, with a well-capitalised balance sheet and focused strategic plan. Together with a positive feasibility outcome, the Company will be well positioned to move forward with its goal of becoming a low cost copper producer in 2015.

Entitlements Issue

The Company has appointed Patersons as Lead Manager and to partially underwrite a renounceable, pro-rata entitlements issue on the basis of seven (7) new shares for every share at an issue price of 0.1 cent per share to raise a total of up to A$15.4 million (“Rights Issue”). Subscribers to the rights issue will also receive one (1) free attaching option for every three (3) shares subscribed for, exercisable at 0.1 cent per share on or before 30 November 2014 (“Options”).

Zambezi’s major shareholder, LinQ Resources Fund will sub-underwrite A$6 million of the proposed rights entitlement issue. Directors of the company will also be sub-underwriting a portion with details to be outlined in the upcoming Prospectus.

LinQ Resources Fund has recently been acquired by IMC. IMC is a Singapore based family enterprise whose interests include Chinese ports handling iron ore and coal imports, oil field services, shipping and supply chains and investments in property and resources.

A timetable and Prospectus setting out the details of the offer will be lodged with the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) by the end of April 2013.

Use of Funds

The proceeds of the capital raising will be used for the following purposes:

• To repay outstanding debt and consolidate Zambezi’s funding arrangements;

• To strengthen the Company’s overall working capital position including progressing the oxide Bankable Feasibility Study upon receipt of EIS approval.

Zambezi Non-Executive Chairman, David Vilensky said he was confident that the Company has addressed all concerns in relation to the EIS at Kangaluwi and has been advised of Presidential and Government support for the project to move ahead.

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“We look forward to receipt of the required EIS approval and finalising the BFS at Kangaluwi. We are focused on what needs to be done to get this company into production and we are taking the steps required. This raising along with the divestment of our non-core assets will provide us with a platform upon which to move towards our goal of becoming a low cost copper producer by 2015,” said Mr Vilensky.

“We are obviously delighted that LinQ Resources’ Fund have shown their ongoing support of the Company. We believe it is appropriate to give existing shareholders the opportunity to support Zambezi in this rights issue and participate in the upside available from our oxide copper resources,” said Mr Vilensky.

About the Kangaluwi Copper Project

Zambezi Resources Limited is an ASX listed Copper Exploration and Development Company focussed on its 100% owned Kangaluwi Copper Project, 180 km east of Lusaka, Zambia. The project is covered by a 245 km[2] Mining Licence area ML 15547, issued on 16 March 2011 and valid for 25 years. The project covers the high quality copper deposits of Kangaluwi, Chisawa and Kalulu in the Lower Zambezi National Park.

Current Mineral Resource estimate for the Project comprises 46 Mt @ 0.67% Cu for 300 kt contained copper from the Kangaluwi, Chisawa and Kalulu deposits at a 0.3% Cu cut-off grade (Table 1).

Table 1: Kangaluwi Copper Project Mineral Resource Estimate Reported at a Range of Cut-off Grades

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Numerous geophysical targets in the project area are yet to be evaluated, with only 20% of the ML exploration targets tested to date.

Competent Persons Statement

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.

Forward-Looking Statement

Certain statements made during or in connection with this communication, including, without limitation, those concerning exploration targets, contain or comprise certain forward-looking statements regarding Zambezi’s exploration operations, economic performance and financial condition. Although Zambezi believes that the expectations reflected in such forwardlooking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment and other government actions, fluctuations in metals prices and exchange rates and business and operational risk management. Zambezi undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events.

For further information:

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

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Zambezi Resources Limited

Investor Presentation

April 2013

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Australian Stock Exchange ASX : ZRL

Disclaimer

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This presentation has been prepared by Zambezi Resources Limited (“ZRL”, “Zambezi” or the “Company”). It should not be considered as an offer or invitation to subscribe for or purchase any securities in the Company or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in the Company will be entered into on the basis of this presentation.

This presentation contains forecasts and forward looking information. Such forecasts and information are not a guarantee of future performance, involve unknown risks and uncertainties. Actual results and developments will almost certainly differ materially from those expressed or implied. Zambezi has not audited or investigated the accuracy or completeness of the information, statements and opinions contained in this presentation. Accordingly, to the maximum extent permitted by applicable laws, Zambezi makes no representation and can give no assurance, guarantee or warranty, express or implied, as to, and take no responsibility and assume no liability for, the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission, from any information, statement or opinion contained in this presentation.

You should not act or refrain from acting in reliance on this presentation material. This overview of Zambezi does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of the Company’s prospects. You should conduct your own investigation and perform your own analysis in order to satisfy yourself as to the accuracy and completeness of the information, statements and opinions contained in this presentation and making any investment decision.

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.

The information in this announcement that relates to exploration/conceptional targets is based on information compiled by Dr Alexei Sokolov, Exploration Consultant. Dr Sokolov was engaged by Zambezi Resources as a Consultant 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”. Dr Sokolov consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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.

Slide 2

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Zambezi Overview

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Zambezi has spent AUD$60 M (inclusive of overheads) on the Kangaluwi Copper Project East of Lusaka, capital of Zambia, opening up a new copper province.

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Granted Mining Licence of 245 km[2 ] for an initial 25 years in the low use Rufunsa Lower Zambezi National Park (4,092 km[2] ). The Kangaluwi Copper project is expected to have a mine foot print of 12.5 km[2] .

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• Zambezi has established to-date a JORC resource of 308,000 t of copper metal of which 50,000 t is the oxide resource with only 20% of the mining licence exploration targets drilled.

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Subsequent to the grant of the Mining Licence and in order for mining to commence, Zambezi lodged its Environmental Impact Statement (EIS) for approval by the Zambian Environmental Authority (ZEMA). In September 2012 Zambezi was informed by ZEMA that its EIS was not approved. Zambezi:-

• Has lodged an appeal;

• Is confident of a successful outcome as all issues raised by ZEMA were comprehensively addressed in the appeal;

• Notes Zambian laws allow mining in a National Park; and

• Has been advised of Presidential and Government support of economic development and employment in our region.

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Zambezi’s goal is to become a copper producer, and is well advanced in developing the Stage 1 Oxide Project:-

• Open Pit Scoping Study generates an undiscounted net revenue cash flow of $145 M over a 5 year mine life (see slide 16);

• CAPEX estimated @ US$45 M;

• Upon approval of EIS the Company will finalise the Bankable Feasibility Study (BFS), (at a cost of approximately AUD$5 M) by 2014; and

• Drilling on exploration targets expected to increase the oxide project mine life.

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Upon successful capital raising the Company will be re-capitalised, debt free, divest its non-core assets and finalise (on approval of EIS) the oxide BFS in order to become a copper producer by 2015. The Bergen finance facility will no longer be needed and will be terminated.

Slide 3

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Investment Thesis

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Zambezi currently has a market capitalisation of $2.2 M (@ 0.1¢ps), debt of $6.5 M and cash of some $0.35 M. The implied EV of $8.4 M relates to the Kangaluwi Copper Project inclusive of its requirement for environmental approval.

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Zambezi proposes to undertake a $15.4 M rights issue @ 0.1¢ps to be underwritten to a minimum of $10 M so as to emerge debt free with a minimum of $2.9 M of cash before sale of non core assets.

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The Company’s major shareholder and debt provider LinQ Resources Fund will be sub-underwriting the issue up to $6 M.

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Zambezi will eliminate its current financial risk upon the completion of the issue and be positioned to either aggressively pursue the development of the oxide project (from Environmental Impact Study “EIS” approval to production in 24 months) utilising project funding or seek new opportunities utilising its significant in-house relationships and capabilities.

	Current	Post $10 M Issue	Post $15.4 M Issue
Price	0.1 ¢	0.1 ¢	0.1 ¢
Market Cap	$2.2 M	$12.2 M	$17.5 M
Debt	$6.5 M	$0 M	$0 M
Cash	$0.3 M	$2.9 M	$7.9 M
Enterprise Value	$8.4 M	$9.3 M	$9.6 M

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The Company’s directors intend to take up their entitlements and act as sub-underwriters to the issue.

Slide 4

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Capital Structure (as at 15/04/2013)

Share Price	AUD 0.001
Market Cap	AUD 2.2 M
Ordinary Shares Options (unlisted) Cash (Undrawn Cash Facility) Debt	2.196 B 94 M AUD 0.35 M AUD 1 M AUD 6.5 million

Experienced Board of Directors

David Vilensky (Non-Executive Chairman) Simon Durack (Non-Executive Director/CFO) Emmanuel Heyndrickx (Non-Executive Director) Richard Procter (Non-Executive Director)

Experienced Management Team

Frank Vanspeybroeck (CEO) Willie Sweta (Chairman Mwembeshi Resources) Marinko Vidovich (Project Manager) Robert McPherson (Country Geology Manager) Dennis Mwanza (Exploration Geologist) Evan Kirby (Consultant Metallurgist)

Corporate Snapshot

Top Holders (as at 15/04/2013)

RBC Investor Services Australia Nominees Pty Limited <RVGAF2
A/C> (LinQ)	626,387,790	28.52%
Bergen Global Opportunity Fund LP\C	61,726,523	2.81%
Silva Pty Ltd	51,555,555	2.35%
Bergen Global Opportunity Fund LP	43,000,000	1.96%
JP Morgan Nominees Australia Ltd Cash Income A/c	34,729,479	1.58%
Glencore Investments BV	29,162,062	1.33%
Astron Limited	29,000,000	1.32%
Mr Andrew Malcolm Tudor Burne	23,500,000	1.07%
Camarri Nominees Pty Ltd	22,222,222	1.01%

(Total Number of Shareholders 2,837)

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ZAMBEZI RESOURCES LIMITED
(ZRL)
ASX Listed
Cheowa Resources Limited
Mwembeshi Resources Limited Zambia
Zambia JV Copper Project with Glencore
Copper/Gold Projects (51%)
3 PL for 663 km [2]
Kangaluwi Copper Project
Mpande Limestone Limited
(100%)
Zambia
1 ML for 245 km [2 ]
Limestone Project (50%)
(Chisawa-Kangaluwi-Kalulu)
2 PL for ± 185 km [2]
3 PL for 709 km [2]
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Slide 5

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Rights Issue Framework
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Entitlement offer to recapitalise the company and to eliminate debt.

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7 for 1 @ 0.1¢ps with a 1 for 3 attaching option (ex @ 0.1¢ps up until 30 November 2014).

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Entitlement offer to be a minimum of $10 M and a maximum of $15.4 M.

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LinQ Resources Fund (“LRF”) as the debt provider and an equity investor will sub-underwrite on an subordinated basis the issue to the extent of $6 M.

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Sub-underwriters for the balance $4 M other than LRF will receive a 1 for 1 sub-underwriting option on the same terms and conditions as the attaching rights issue options subject to shareholder approval. Compensation of 0.03¢ per option will be paid if shareholder approval is not forthcoming.

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Minimum shareholder subscriptions of $1.5 M for underwriting to become operative.

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Against this backdrop and mindful of the increase in the numbers of shares on issue post the Entitlement Offer and as appropriate over the next 6-18 months dependent upon amongst other matters the EIS approval, will seek shareholder approval to consolidate its capital appropriately but on a basis of not greater than 1 for 30.

Slide 6

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Rights Issue Framework

Pre Consolidated Pro-forma Capital Structure

	Minimum	Minimum	Minimum	Maximum	Maximum	Maximum
	Shares	$ Amount Raised	Options	Shares	$ Amount Raised	Options
Existing	2.19 B	-	-	2.19 B	-	-
Rights Issue (7 for 1)	10.00 B	$10.00 M	3.33 B	15.37 B	$15.37 M	5.12 M
Underwriter Options	-	-	4.00 B*	-	-	4.00 B*
Total Pre Consolidated	12.19 B	$10.0 M	7.33 B	17.56 B	$15.37 M	9.12 B
Total Post Consolidation 1 for 30	406.55 M	$10.0 M	244.44 M*	585.3 M	$15.37 M	304.16 M**

• Underwriter options subject to shareholder approval.

• ** Excludes 3.1 M (pre consolidation 94 M) unlisted out of the money options.

Use of Funds	Minimum	Maximum
Debt Retirement	$6.50 M	$6.50 M
Working Capital / Costs	$3.50 M	$8.87 M
Total	$10.00 M	$15.37 M

Slide 7

Company Overview 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

English Common Law and Customary Law

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The Mine and Mineral Act (1995)

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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 Secure title to mining rights

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Zambia is the world's seventh largest copper producer

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Economy

Real GDP growth of 7.3% Exports – copper/cobalt - 64% Inflation Rate – 6.9% Industrial growth production rate – 9.1%

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Slide 8

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Company Overview Summary

KANGALUWI COPPER PROJECT (100% owned by ZRL)

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Mining Licence

• Comprises a 245 km[2 ] granted Mining Licence 15547-HQ-LPL (initial 25 years) located approximately 180 km east of Lusaka within the Lower Zambezi National Park.

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Large Geological, Drilling, Geophysical and Geochemical Database

• Total of 79,000 metres of drilling completed.

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Resource

• Current resource for Kangaluwi Copper Project (KCP), (100% owned), 46 Mt grading 0.67% Cu for 308,200 tonnes of contained copper.

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Potential

• Current resource area >4 km in length and open along strike and down dip.

• Only 20% of the ML exploration targets explored.

• Conceptual Exploration targe ~~t~~[[1]] of a further 100 Mt - 160 Mt @ 0.5% - 0.7% Cu.

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Feasibility Studies

• Based on the August 2012 resource estimate an Open Pit Scoping Study for 7.5 Mt oxide ore was completed in 2012.

• • Approximately AUD$5 M is needed to finalise the BFS by 2014, following successful capital raising and EIS approval.

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Development

• Targeting of 7,500 t/a copper cathode production by 2015 (subject to favourable feasibility study and project funding).

MPANDE LIMESTONE PROJECT (50% interest held by ZRL)

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Drilling results from the Mpande Limestone Project confirms a large limestone deposit of a high quality and suitable for cement production.

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The asset is considered to be non-core and will be actively marketed for divestment in the short term.

[1] The estimates of Exploration Target sizes should not be misunderstood as estimates of Mineral Resources. The estimates of Exploration Target sizes are conceptual in nature and there has been insufficient results received from drilling to date to estimate a Mineral Resource in accordance with the JORC Code (2004). It is uncertain if further exploration will result in the determination of a Mineral Resource.

Slide 9

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Project and Tenement Locations

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Project Location

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Tenement Map

Slide 10

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Kangaluwi Copper Project

Lower Zambezi National Park Development Zones

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Kilometres
0 30 60
New By-pass Highway through
the Lower Zambezi National
Park to the Eastern Province
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New By-pass Highway through
the Lower Zambezi National
Park to the Eastern Province
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Lower Zambezi National Park: 4.092 km[2 ] Kangaluwi Copper Project Mining Area: 10.5 km[2 ]

Description	Area (in km2)	% of the total mine area (245 km2)	% of the total area of the park (4092km2)
Kangaluwi Mine Operation Area	10.5	4.09	0.24
Power Line	0.8	0.33	0.02
Road Construction	0.7	0.29	0.02
Total Area	11.5	4.69	0.28

Slide 11

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Kangaluwi Copper Project Mining Licence

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Slide 12

Kangaluwi Copper Project Exploration History

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A first phase exploration program was conducted from 2005 to 2008. The AUD$40 M program (inclusive of overheads) included soil sampling, Versatile Time Domain Electromagnetics (“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 AUD$20 M program (inclusive of overheads) included 22,000 metres of DD drilling.

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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 308,200 t of copper metal.

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At this stage only 20% of the prospective strike length has been drill tested.

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

Slide 13

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Exploration Target

Kangaluwi Copper Project Exploration Target

The Company received an independent assessment by Dr A Sokolov as announced on the ASX on 25 September 2012 on the potential size of the Kangaluwi Copper Project.

The report outlines, based on the available data, that Zambezi’s initial exploration target is 100 Mt – 160 Mt @ 0.5% – 0.7% Cu.

The modelling of the prospective copper mineralisation includes the following stages:

• The area of the existing block models was outlined as an “existing mineralisation limit” on Figure 1 and a footprint resource figure created ( blue ).

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• Tectonically controlled extensions of the existing mineralized zones, overlain by anomalous copper in soil, were then outlined ( Figure 1 - Red ).

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• Exploration Targets were estimated for the selected areas by comparing existing copper endowment using nominal area extents.

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Table 2: Mineral Resources and Exploration Targets

	(Mt)	Grade % Cu	Contained Cu Metal (Kt)	Area km2
Current Existing Resources (JORC)	46	0.7	300	10.5
Exploration Target Resource	100 - 160	0.5 - 0.7	N/A	37.2

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Figure 1: Exploration Target areas indicated by numbers within the tenement and the area of the Mineral Resource (dotted polygon)

[1] The estimates of Exploration Target sizes should not be misunderstood as estimates of Mineral Resources. The estimates of Exploration Target sizes are conceptual in nature and there has been insufficient results received from drilling to date to estimate a Mineral Resource in accordance with the JORC Code (2004). It is uncertain if further exploration will result in the determination of a Mineral Resource.

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Exploration Target

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Slide 15

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Kangaluwi Oxide Copper Project

Open Pit Scoping Study

Pathway to Development

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Based on an August 2012 resource estimate the Kangaluwi Copper Project includes 7 Mt of oxide and transitional material grading 0.70% Cu on which a Stage 1 Oxide Project will be developed, ie circa 308,000 t of Cu Metal.

Stage 1 - A

Following a successful capital raising and EIS approval, the Company will drill 6,000 m of RC and DD towards the Oxide Copper Project feasibility study and complete the BFS in 2014.

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Open Pit Scoping Study from AMC Consultants delivers an undiscounted net revenue cash flow of US$145 M.

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Copper Price	3.5 US$/lb
Ore	7.53 Mt
Cu Metal	50,000 t
Cu recovered	35,000 t
Strip Ratio	3.3:1
Life of Mine (LOM)	5 years
LOM Gross Revenue	US$270 M
Opex1	1.62/lb
Total Net Revenue over LOM	US$145 M

1 Including royalties but excluding tax

Credentialed third party involvement - mining studies (AMC), metallurgical test work (Metallurgical Management Services), processing design (Bateman), hydrology (BCHOD).

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Attractive low risk entry into early production from oxide material processing in 2015.

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Stage 1 - B

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

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Stage 2

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

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Slide 16

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Kangaluwi Oxide Copper Project Project Timeline

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----- Start of picture text -----

2014
•Approval of EIS •Oxide Copper
•Continue Oxide Copper Construction
Feasibility Study • Completion of Oxide •Production Copper
Feasibility Study Cathode SW/EW
• •Oxide resource
Obtain development
funding definition drilling
2013 2015
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The Zambezi Opportunity

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The proposed rights issue eliminates Zambezi’s debts and implies an enterprise valuation of the Kangaluwi Copper Project of $9.3 M thereby offering up a highly leveraged option copper play in a country with a long history of copper production.

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Zambezi holds a mining lease and its Board is confident that it can satisfy the requirements associated with the EIS where approval would be a catalyst for the potential creation of substantial shareholder value.

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Zambezi’s Open Pit Scoping Study suggests circa 35,000 t of Cu Metal in the Stage 1 Oxide Project has the potential to generate total net revenue over 5 years of US$145 M on an anticipated capital cost of $45 M, which the Company plans to debt fund.

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Zambezi will preserve the cash raised from the issue pending the outcome of the EIS process, advancing the project economically, whilst both working towards exiting non core assets and evaluating new opportunities.

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Appendices

1. Open Pit Scoping Study – AMC Consultants

2. Risk Factors

3. Foreign Jurisdiction

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SEPTEMBER 2012

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Open Pit Scoping Study

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Open Pit Scoping Study

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Specific Risk Factors

Risk Factors

Activities in Zambezi and its controlled entities, as in any business, are subject to risks which may impact on Zambezi's future performance. A summary of the risks include but are not limited to the following:

Continuation as a going concern

As at 28 February 2013, the Company had net current liabilities of $2,127,618, including a carrying amount of the Convertible Note of $3,100,817. The ability of the Company to be able to continue as a going concern is principally dependent upon the Company raising additional capital to fund its ongoing exploration and working capital requirements. This condition indicates a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

Impairment of Assets

With the EIS not being approved the carrying value of the Company’s exploration and evaluation costs associated with its Kangaluwi tenements may be impaired. The ability of the Company to carry the value of the current cost of exploration and evaluation of assets is dependent upon the EIS being issued.

Approval of Environmental Impact Study

Zambezi will require certain licenses, permits and approvals to develop its Kangaluwi Copper Project, including an approval by the Zambia Environmental Management Agency ( ZEMA ) of its Environmental Impact Study ( EIS ). Zambezi applied to ZEMA for approval of its EIS, but ZEMA did not grant its approval. On 19 September 2012 Zambezi lodged an appeal against ZEMA’s decision, which was followed by an appeal hearing on 10 October 2012 and the submission of an Environmental Management Study on 6 November 2012. Zambezi is currently awaiting the response from the Minister of Land, Natural Resources and Environmental Protection on its appeal. Although Zambezi is confident of a favourable outcome in relation to its appeal, there is no guarantee that its appeal will be successful. If Zambezi is unsuccessful in its appeal then it will not be able to proceed with the development of its Kangaluwi Copper Project and may not realise any value from the project.

Bermuda incorporation

Zambezi was incorporated in Bermuda and, therefore, operates subject to Bermudan law and, in particular, is not subject to certain aspects of Australian company law. It is important to note that there are significant differences between Australian company law and Bermuda company law including in relation to share capital, membership, payment of dividends and distributions, and protection of minority shareholders. In particular, as a result of being incorporated in Bermuda and having its significant assets outside Australia, it may be difficult for investors to effect service of process upon Zambezi within Australia, or to enforce judgements obtained in the courts of Australia against Zambezi.

Feasibility study

Zambezi is at the preliminary stage of determining the economic and technical viability of the Kangaluwi Copper Project, having completed only conceptual or scoping studies on the project to date. There is a risk that the more detailed feasibility study that will be undertaken in relation to the project may disprove assumptions or conclusions reached in the conceptual studies, may reveal additional challenges or complexities or may indicate that cost estimates are incorrect. There is therefore a risk that the Kangaluwi Copper Project may not proceed, may be delayed or may cost more than expected.

Development funding

If the results of Zambezi’s proposed feasibility study justify proceeding with the development of its Kangaluwi Copper Project, then Zambezi will require further funding, 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 Zambezi'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 Zambezi or at all. If Zambezi 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 Zambezi’s activities and could affect Zambezi’s ability to continue as a going concern.

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Risk Factors (Cont’d)

General Risk Factors

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.

Reference is also made to the outcome of the appeal of the Company against the decision of ZEMA not to approve its EIS more fully referred to in Slide 11. While the Company is confident of a successful outcome to its appeal there can be no guarantee of such an outcome

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.

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Appendix 2 Risk Factors (Cont’d)

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-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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Appendix 2 Risk Factors (Cont’d)

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.

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Appendix 3
Foreign Jurisdiction
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The distribution of this document in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions.

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This presentation is not an offer, invitation, solicitation or recommendation to invest in Zambezi and neither this document nor anything in it shall form the basis of any contract or commitment. The information in this presentation does not take into account the investment objectives, financial situation and particular needs of investors and does not constitute investment, legal, tax or other advice. Before making an investment in Zambezi an investor should consider whether such an investment is appropriate to their particular investment objectives, financial situation and particular needs and consult a financial adviser if necessary. This presentation does not purport to constitute all of the information that a potential investor may require in making an investment decision. Investments are subject to investment risk, including possible delays in repayment and loss of income or principal invested. Zambezi does not guarantee the performance of the investment referred to in this presentation, the repayment of any capital invested or any particular rate of return.

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Any securities described in this presentation may not be offered or sold in the United States absent registration under the US Securities Act 1933 or exemption from registration. Neither this document nor any copy thereof may be taken or transmitted in the United States or distributed, directly or indirectly, in the United States or to any US person including (1) any US resident, (2) any partnership or corporation or other entity organised or incorporated under the laws of the United States or any state thereof, (3) any trust of which any trustee is a US person, or (4) any agency or branch of a foreign entity located in the United States.

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You acknowledge that circumstances may change and the contents of this presentation may become out-dated as a result. Zambezi accepts no obligation to correct or update the information or opinions in this presentation. Opinions expressed are subject to change without notice.

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By accepting this document, you agree to be bound by the above limitations.

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