TREK METALS LIMITED — Regulatory Filings 2013

May 7, 2013

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ZAMBEZIZAMBEZI RESOURCESRESOURCES LIMITED LIMITED ARBN:ARBN: 124 462 124 462 826 826 BERMUDA ZAMBIA CANON’S COURT PLOT 5697 LOT 5697 5697 22 VICTORIA STREET BEU CRESCENTEU CRESCENTCRESCENTRESCENT HAMILTON HM12 KALUNDUALUNDU

ZAMBIA AUSTRALIA PLOT 5697 LOT 5697 5697 LEVEL 1, 17 ORD STREET BEU CRESCENTEU CRESCENTCRESCENTRESCENT WEST PERTH, WESTERN AUSTRALIA KALUNDUALUNDU AUSTRALIA 6005 LUSAKA TEL: +61 8 6555 1879 TEL: +260 211 292101 FAX: +61 8 9398 4104 EEMAILMAIL:: INFOINFO@@ZAMBEZIRESOURCESZAMBEZIRESOURCES..COMCOM PO BPO BOX OX 1796, W1796, WEST EST PPERTHERTH WWWWWW..ZAMBEZIRESOURCESZAMBEZIRESOURCES..COMCOM WWESTERN ESTERN AAUSTRALIAUSTRALIA, 6872, 6872

8 May 2013

Ms Elizabeth Harris Adviser, Listings (Perth) ASX Limited

Via electronic lodgement

Dear Ms Harris

Zambezi Resources Limited Notice of Meeting

Zambezi Resources Limited ARBN 124 462 826 (ASX: ZRL) confirms that the attached Notice of Meeting has been despatched to all shareholders today.

Yours sincerely

Simon Durack Director Zambezi Resources Limited

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ZAMBEZI RESOURCES LIMITED

Company No. (Bermuda) 35116 ARBN 124 462 826

NOTICE OF GENERAL MEETING and EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting 20 May 2013

Time of Meeting

8.00am Bermuda ADT (Atlantic Daylight Time) (8:00 pm Perth WST)

Place of Meeting Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form or CDI Form of Instruction (as applicable) in accordance with the specified instructions.

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Zambezi Resources Limited Company No. (Bermuda) 35116 ARBN 124 462 826

NOTICE IS HEREBY GIVEN that the General Meeting of the Shareholders of Zambezi Resources Limited (“ Company ”) will be held at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda on 20 May 2013 at 8.00am Atlantic Daylight Time (ADT), for the purpose of transacting the following business referred to in this Notice of General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolutions accompanies this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

Resolution 1 – Grant of Underwriter Options to the Underwriter

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.1 and for all other relevant purposes, Shareholders approve and authorise the grant of 4,000,000,000 Underwriter Options to the Underwriter or its nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting.”

Resolution 2 – Grant of Underwriter Options to Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 10.11 and for all other relevant purposes, Shareholders approve and authorise the grant of 194,665,600 of the 4,000,000,000 Underwriter Options the subject of Resolution 1, to the Directors or their nominees on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting.”

Resolution 3 – Ratification of prior issue of shares and grant of options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.4 and for all other relevant purposes, Shareholders ratify the previous allotment and issue of a total of 150,000,000 shares and the grant of 2,500,000 unlisted options as set out in the Explanatory Memorandum accompanying the notice of this meeting.”

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BY ORDER OF THE BOARD

Frank Vanspeybroeck CEO Dated:

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Proxies

Registered Shareholders for the Company only can vote at the Meeting personally or by proxy, attorney or representative. A Shareholder entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote at the Meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s voting rights. A proxy may but need not be a Shareholder of the Company. The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the respective offices of Computershare Services, for Australian holders not later than 8.00pm Western Standard Time on 18 May 2013. For the convenience of Shareholders a Proxy Form is enclosed with Notices sent to Shareholders.

A Shareholder that is a corporation may elect to appoint a representative in accordance with Bye-Law 72 of the Company’s Bye-Laws in which case the Company will require written proof of the representative’s appointment which must be lodged with, or presented to, the Company not later than 8.00pm Western Standard Time on 18 May 2013.

CHESS Depositary Interests

Holders of CHESS Depositary Interests (“ CDI” ) are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the CDI Form of Instruction enclosed with the Notice sent to them to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia or alternatively you can fax your form to (within Australia) 1800 783 447 and (outside Australia) +61 3 9473 2555, so that CDI holders can direct CHESS Depositary Nominees Pty Ltd (“ CDN ”) to vote the underlying Shares on their behalf. The CDI Form of Instruction needs to be received by not later than 8.00pm Western Standard Time on 18 May 2013.

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Zambezi Resources Limited Company No. (Bermuda) 35116 ARBN 124 462 826

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Zambezi Resources Limited (“ Zambezi ” or “ Company ”) in connection with the business to be conducted at the General Meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on 20 May 2013 commencing at 8.00am ADT and 8.00pm WST (Perth) .

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice of General Meeting.

RESOLUTIONS

Resolution 1 – Grant of Underwriter Options to the Underwriter

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.1 and for all other relevant purposes, Shareholders approve and authorise the grant of 4,000,000,000 Underwriter Options to the Underwriter or its nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting.”

Voting Exclusion – The Company will disregard any votes cast on Resolution 1 by any person who may participate in the grant and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if the resolution is passed, and any person associated with them.

However, the company need not disregard a vote on Resolution 1, if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 – Grant of Underwriter Options to Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 10.11 and for all other relevant purposes, Shareholders approve and authorise the grant of 194,665,600 of the 4,000,000,000 Underwriter Options the subject of Resolution 1, to the Directors or their nominees on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting.”

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Voting Exclusion – The Company will disregard any votes cast on Resolution 2 by the Directors or any of their associates.

However, the company need not disregard a vote on Resolution 2, if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 – Ratification of prior issue of shares and grant of options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.4 and for all other relevant purposes, Shareholders ratify the previous allotment and issue of a total of 150,000,000 shares and the grant of 2,500,000 unlisted options as set out in the Explanatory Memorandum accompanying the notice of this meeting.”

Voting Exclusion – The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue of shares or the grant of unlisted options the subject of this resolution and any person associated with them.

However, the company need not disregard a vote on Resolution 3, if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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1.0 Explanatory Memorandum

1.1 Background to the Resolutions

Entitlement Offer

On 16 April 2013 the Company announced that it is undertaking a partially underwritten pro rata renounceable entitlement offer of new ordinary shares in the Company ( New Shares ) at an issue price of $0.001 per New Share, 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 ).

The purpose of the Entitlement Offer is to raise a minimum of $10,000,000 and a maximum of $15,374,745.

The Company intends to use the funds raised from the Entitlement Offer broadly as follows:

• to retire the Company’s existing debts of approximately $6,568,763 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 the Auctus Resources Fund ( ARF ) (formerly the LinQ Resources Fund); and

• to provide additional working capital to fund the Company’s operations and to fund the costs of the Entitlement Offer.

Underwriting of Entitlement Offer

The Entitlement Offer is partially underwritten by Patersons Securities Limited ACN 008 896 291 ( Underwriter ) to $10,000,000 ( Underwritten Amount ) pursuant to an underwriting agreement between the Underwriter and the Company entered into on 22 April 2013 ( Underwriting Agreement ). ARF, the company’s major shareholder and lender, has agreed to sub-underwrite $6,000,000 of the Underwritten Amount. Paterson’s obligation to underwrite the Underwritten Amount is conditional on Shareholders or other applicants subscribing for a minimum of $1,500,000 under the Entitlement Offer.

Pursuant to the Underwriting Agreement, the Company has agreed to:

• pay the Underwriter a management fee of $250,000, an underwriting fee of 6% of the total Underwritten Amount, and a subscription fee of 6% on the amounts raised in excess of the Underwritten Amount; and

• grant the Underwriter or its nominee 4,000,000,000 Underwriter Options, subject to Shareholder approval (for the number of Underwriter Options that cannot be satisfied out of the Company’s existing placement capacity under the Listing Rules).

The Underwriting Agreement allows the Underwriter to appoint sub-underwriters at its sole discretion. Accordingly, the Underwriter has sought sub-underwriting commitments for the Entitlement Offer. The Underwriter will pay all sub-underwriting fees and selling fees to third parties out of its fees. The Underwriter will also allocate up to 4,000,000,000 of the Underwriter Options to sub-underwriters (other than ARF) on the basis of 1 Underwriter Option for each New Share sub-underwritten to induce them to sub-underwrite.

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Shareholder approvals sought

The Company is seeking Shareholder approval under Listing Rule 7.1 for the grant of 4,000,000,000 Underwriter Options to the Underwriter or its nominees (i.e. sub-underwriters) ( Resolution 1 ).

As all of the Directors have agreed to sub-underwrite the Entitlement Offer, the Company is also seeking shareholder approval under Listing Rule 10.11 for the grant of 194,665,600 of the 4,000,000,000 Underwriter Options the subject of Resolution 1, to the Directors ( Resolution 2 ).

Separately, the Company is asking Shareholders to ratify the previous issue of 150,000,000 shares and the grant of 2,500,000 unlisted options for the purpose of refreshing its 15% placement capacity under the Listing Rules.

Consequences if Shareholders do not approve Resolutions 1 and 2

If Shareholders do not approve the grant of the 4,000,000,000 Underwriter Options, then:

• the Company has agreed to grant as many Underwriting Options as permitted under its placement capacity under the Listing Rules, and to pay the Underwriter an amount equivalent to an agreed Black Scholes valuation using 60% volatility and 3.00% interest of $0.0003 per option, on the balance of the Underwriter Options that are not able to be granted. This equates to an amount of approximately $1,092,270 based on the Company’s existing placement capacity. The Company would have to pay this fee out of the proceeds of the Entitlement Offer; or

• the Underwriter may terminate the Underwriting Agreement, in which case the Entitlement Offer will no longer be underwritten. If this occurs the Company may not be able to meet the $10 million minimum raising condition under the Entitlement Offer, in which case the Entitlement Offer will not be able to proceed in its current form.

1.2 Resolution 1 – Grant of Underwriter Options to the Underwriter and sub-underwriters

Background

Resolution 1 seeks Shareholder approval for the grant of 4,000,000,000 Underwriter Options to the Underwriter or its nominees.

The Underwriter is neither a Shareholder nor a related party of the Company.

Section 1.1 sets out the consequences if Shareholders do not approve Resolution 1.

Listing Rule 7.1

Listing Rule 7.1 provides that, without shareholder approval, an entity may not during any 12-month period grant any equity securities if the number of those securities exceeds 15% of the total ordinary securities on grant at the commencement of that 12-month period (subject to certain exceptions).

The grant of 4,000,000,000 Underwriter Options will exceed the Company’s 15% placement capacity under Listing Rule 7.1 and accordingly, the Company requires Shareholder approval for the purposes of Listing Rule 7.1.

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Listing Rule 7.3

The following information is provided to Shareholders for the purpose of Listing Rule 7.3:

• the maximum number of Underwriter Options to be granted by the Company under Resolution 1 is 4,000,000,000;

• the Underwriter Options will be granted on 30 May 2013 (or otherwise in accordance with the date of allotment of securities under the Entitlement Offer timetable, but in any event no later than 3 months after the date of the Meeting);

• the issue price of the Underwriter Options is $0. The Company agreed to grant the Underwriter Options as part of the consideration for the Underwriter agreeing to enter into the Underwriting Agreement;

• the Underwriter Options will be granted to the Underwriter, the sub-underwriters to the Entitlement Offer (other than ARF), or a combination of both. The Underwriter Options to be granted to the Directors who have participated as sub-underwriters will be subject to Shareholders passing Resolution 2.

• the Underwriter Options will have an exercise price of $0.001 per share and an expiry date of 30 November 2014. The full terms and conditions of the Underwriter Options are set out in (Schedule 1) to this Explanatory Memorandum; and

• no funds will be raised by the Company from the grant of the Underwriter Options.

The effect of Resolution 1 will be to allow the Company to grant the Underwriter Options during the period of 3 months after this Meeting without using the Company’s placement capacity under the Listing Rules.

1.3 Resolution 2 – Grant of Underwriter Options to Directors

Background

The Directors have each entered into sub-underwriting agreements in relation to the Entitlement Offer. Each sub-underwriting agreement commits each Director to subscribe for their proportionate share of the non-ARF sub-underwriting pool and the Underwriter will pay a fee of 3% on the amount sub-underwritten. The Directors will also be entitled to 194,665,600 Underwriter Options.

Resolution 2 seeks Shareholder approval for the grant of 194,665,600 Underwriter Options to the Directors, namely David Vilensky, Richard Procter, Simon Durack and Emmanuel Heyndrickx.

Section 1.1 sets out the consequences if Shareholders do not approve Resolution 2.

Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain shareholder approval prior to the grant of equity securities, including the grant of options, to a related party (subject to certain exceptions).

If this resolution is passed, 194,665,600 Underwriter Options will be granted to David Vilensky, Richard Procter, Simon Durack and Emmanuel Heyndrickx, each of whom are related parties of the Company by virtue of them being Directors. Accordingly, Shareholder approval for the grant of the Underwriter Options to the Directors is required pursuant to Listing Rule 10.11.

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Listing Rule 10.13

The following information is provided to Shareholders for the purpose of Listing Rule 10.13:

• the number of Underwriter Options to be granted by the Company to each of the Directors under Resolution 2 are as follows:

Director	Number of Underwriter Options
David Vilensky	120,000,000
Richard Procter	34,665,600
Simon Durack	16,000,000
Emmanuel Heyndrickx	24,000,000
Total	194,665,600

• the Underwriter Options will have an exercise price of $0.001 per share and an expiry date of 30 November 2014. The full terms and conditions of the Underwriter Options are set out in Schedule 1 to this Explanatory Memorandum;

• the Underwriter Options will be granted on 30 May 2013 (or otherwise in accordance with the date of allotment of securities under the Entitlement Offer timetable, but in any event no later than 1 month after the date of the Meeting);

• the issue price of the Underwriter Options is $0. The Company agreed to grant the Underwriter Options as part of the consideration for the Underwriter agreeing to enter into the Underwriting Agreement; and

• no funds will be raised from the grant of the Underwriter Options the subject of Resolution 2 .

1.4 Resolution 3 – Ratification of prior issues of shares and grant of options

Background

On 17 October 2012, the Company entered into a Share Purchase Agreement ( Agreement ) with Bergen Global Opportunity Fund, LP ( Bergen ) pursuant to which Bergen agreed to acquire shares in the Company as part of a funding facility of up to $5,850,000 over two years. Pursuant to the terms of the Agreement, the Company issued the following shares to Bergen under the Company’s 15% placement capacity pursuant to Listing Rule 7.1:

• 25,000,000 shares on 21 December 2012;

• • 25,000,000 shares on 25 January 2013; • 50,000,000 shares on 27 February 2013; and

• 50,000,000 shares on 28 March 2013.

Resolution 3 seeks Shareholder approval to ratify these issues of 150,000,000 shares, pursuant to Listing Rule 7.4.

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Resolution 3 also seeks Shareholder approval to ratify the grant of 2,500,000 unlisted options on 29 June 2012 which have an exercise price of A$0.01 and expiry date of 30 June 2014 that were granted as part of a remuneration agreement.

The effect of ratifying this issue is to refresh the Company’s ability to issue securities under its 15% placement capacity during the next 12 months without the need to obtain further Shareholder approval.

Listing Rule 7.4

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the prior issue of securities made pursuant to Listing Rule 7.1 (and provided that the prior issues did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval, if the need or opportunity arises.

Listing Rule 7.5

The following information is provided to Shareholders for the purpose of Listing Rule 7.5, in relation to the shares issued to Bergen:

The Company issued 150,000,000 shares to Bergen as follows:

• 50,000,000 shares at an issue price of $0.002 per share on 21 December 2012 and 25 January 2013; and

• 100,000,000 shares at an issue price of $0.001 per share on 27 February 2013 and 28 March 2013.

The shares were issued on the same terms and conditions as the Company’s existing shares (i.e. fully paid ordinary shares).

The Company has used and is continuing to use the funds raised from the issue for working capital purposes.

The following information is provided to Shareholders for the purpose of Listing Rule 7.5, in relation to the 2,500,000 unlisted options granted as part of a remuneration agreement:

• The Company issued 2,500,000 unlisted options to Mr Willie Sweta.

• The unlisted options have an exercise price of A$0.01 and an expiry date of 30 June 2014 and were otherwise granted on the same terms and conditions as the Company’s current unlisted options.

• No funds were raised from the issue of the options.

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Glossar y

Where the following terms are used in the Notice they have the following meanings:

$ means Australian dollars, unless otherwise stated.

ARF means Auctus Resources Fund.

ASX means the Australian Securities Exchange;

ASX Listing Rules means the rules governing the operation of the ASX.

Board means the board of Directors of the Company.

Bridging Facility means the $1.5 million loan facility entered into between the Company and LinQ Capital Limited as responsible entity of the LinQ Resources Fund (now known as ARF) on 20 August 2012. The facility is secured pari passu with the Convertible Note Facility and has an interest rate of 12% per annum and must be repaid on or before 31 May 2013.

Business Day means every day other than a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

CDI means CHESS Depositary Interest representing a unit of beneficial ownership in a Share registered in the name of Depositary Nominees Pty Ltd.

Company means Zambezi Resources Limited (ARBN 124 462 826).

Convertible Note means the $5 million convertible notes issued under the Convertible Note Facility which are repayable (unless converted) on or before 13 September 2013.

Convertible Note Facility means the secured $10 million convertible note facility entered into on 25 July 2011 between the Company and LinQ Capital Limited as responsible entity of the LinQ Resources Fund (now known as ARF). The interest notes issued under the facility will have a term of 24 months and carry a coupon of 10% per annum.

Depositary means Depositary Nominees Pty Ltd.

Director means a director of the Company.

Entitlement Offer means the renounceable entitlement offer of Shares pursuant to the Prospectus dated 22 April 2013

Listing Rules means the Listing Rules of ASX.

New Options means an Option issued on the terms and conditions set out in Schedule 1 to this Explanatory Memorandum.

New Share means a Share offered for subscription under the terms of the Entitlement Offer.

Option means an option to acquire a Share.

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Optionholder means a holder of an Option.

Share means an ordinary fully paid share in the capital of the Company.

Shareholder means the registered holder of a Share.

Underwriter means Patersons Securities Limited ACN 008 896 291.

Underwriting Agreement means the underwriting agreement between the Company and the Underwriter entered into on 22 April 2013.

Underwritten Amount means the amount of $10,000,000 underwritten by the Underwriter pursuant to the Underwriting Agreement.

Underwriter Option means an Option that is granted on the terms and conditions set out in Schedule 1 to this Explanatory Memorandum.

WST means Australian Western Standard Time.

Zambezi means Zambezi Resources Limited ARBN 124 462 826.

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Schedule 1

Terms of New Options and Underwriter Options

• The New Options and, subject to shareholder approval, the Underwriter Options (together the Options ), will be issued on the following terms and conditions:

• No monies will be payable for the grant of the Options.

• The Options will expire at 5.00pm Western Standard Time on 30 November 2014 ( Expiry Date ).

• Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share ( Share ) (to be held in the form of a CDI) in Zambezi.

• Shares will be allotted to Optionholders at an exercise price being $0.001 per Share ( Exercise Price ).

• After their issue and allotment, Options may be exercised at any time before they expire on the Expiry Date.

• Options not exercised before they expire on the Expiry Date will automatically lapse.

• The Exercise Price of the Share the subject of the Option will be payable in full on exercise of the Option.

• Zambezi will apply for the Options to be admitted to trading on ASX.

• Options must be exercised by the delivery to the registered office of Zambezi of a notice in writing (in the form approved by the Board of Zambezi from time to time). The notice must specify the number of Options being exercised and must be accompanied by payment of the Exercise Price for each Share to be issued on exercise of the Options specified in the notice.

• The notice is only effective (and only becomes effective) when Zambezi has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date and has confirmed that the Optionholder is still the registered holder of the options. An exercise of only some Options will not affect the rights of the Optionholder to the balance of the Options held by the Optionholder.

• Within 10 Business Days after the notice referred to in condition (10) becoming effective, Zambezi must allot and issue the number of Shares specified in the notice to the Depositary, so that CDIs representing those shares can be issued to the holder.

• The Options will be freely transferable.

• Shares allotted pursuant to an exercise of Options will rank, from the date of allotment, pari passu with existing Shares of Zambezi in all respects.

• If, prior to the expiry of any Options, there is a reorganisation of the issued capital of Zambezi, then the rights of an Optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• The Options will not give any right to participate in dividends, bonus issues or entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options. There is no right to change the exercise price of the Option, or the number of underlying Shares over which the Option can be exercised, if Zambezi completes a new issue of capital (including, without limitation, a bonus or entitlements issue).

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

 For your vote to be effective it must be received by 8.00pm (WST) Saturday, 18 May 2013

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI that you own at Saturday, 18 May 2013 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

CDI Voting Instruction Form

Please mark to indicate your directions

CHESS Depositary Nominees will vote as directed

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Zambezi Resources Limited hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the General Meeting of Zambezi Resources Limited to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on Monday, 20 May 2013 at 8.00am Bermuda ADT (Atlantic Daylight Time) (8.00pm Perth WST) and at any adjournment of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depository Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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Resolution 1 Grant of Underwriter Options to the Underwriter Resolution 2 Grant of Underwriter Options to Directors Resolution 3 Ratification of prior issue of shares and grant of options

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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