ZENITH MINERALS LIMITED — Share Issue/Capital Change 2007

May 24, 2007

25 May 2007

ASX Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6840

IN-SPECIE DISTRIBUTION OF ZINC CO AUSTRALIA LIMITED (ZNC) ("ZINC CO") TO SHAREHOLDERS OF GIRIALIA RESOURCES NL ("GIRALIA")

Giralia intends to distribute approximately 32 million of its 40 million Zinc Co shares to its shareholders. The distribution in-specie is subject to obtaining the approval of Giralia shareholders at a general meeting to be called shortly after Zinc Co shares begin trading on the ASX. The general meeting is likely to be held during early July 2007. If shareholder approval is obtained, the record date for the distribution in-specie will be 5 business days after the date of the meeting. The pro rata in-specie distribution will be made at a ratio of approximately 1:4.9.

The 40 million shares held by Giralia are subject to an escrow for a period of 24 months from the date that Zinc Co shares commence trading on the ASX. However, the ASX has agreed to vary the terms of the escrow to allow the distribution in specie to occur. All shares distributed to shareholders as part of the distribution in-specie (with the exception of any shares distributed to related parties or promoters of Giralia or Zinc Co) will cease to be subject to escrow after the distribution.

Giralia will retain approximately 8 million Zinc Co Australia Limited shares (approximately a $12\%$ stake).

Yours faithfully

Bruce Acutt Company Secretary

Giralia Resources NL Level 2, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1665, West Perth, Western Australia 6872 Tel: (+61-8) 9481 4440 Fax: (+61-8) 9321 0070