ZEUS RESOURCES LIMITED — Share Issue/Capital Change 2013

Jan 16, 2013

Terms and Conditions of 2013 Options (Options)

1. The Options may only be exercisable by the Option Holders on or before three years from their date of issue (Exercise Period) at an exercise price of $0.401(amount payable) per Option.

2. Any Options that have not been exercised in accordance with these Terms and Conditions will lapse at midnight on the last day of the 2013 Option Exercise Period.

3. The Options are unlisted options to subscribe for fully paid ordinary shares in Zeus.

4. The Options will be issued on or about the date that Zeus lodges the Prospectus with Australian Securities and Investments Commission.

5. Subject to compliance with the Corporations Act 2001 and the Official Listing Rules of the ASX, the Options are freely transferable in whole or in part.

6. The Options may only be exercised in lots of not less than 20,000 Options.

7. The Options may be exercised by delivering a duly completed form of notice of exercise and the specified form of option certificate together with payment for the exercise price per Option to Zeus at any time during Exercise Period.

8. Upon the valid exercise of the Options and payment of the exercise price, Zeus will issue Shares ranking pari passu with the then issued shares.

9. Zeus shall apply for official quotation on the ASX of the resultant shares issued upon exercise of the Options within three Business days after the allotment of those shares.

10. In the event of a bonus issue(s) of shares in Zeus prior to the exercise of the Options, Option Holders shall still be entitled to participate in the bonus issue(s) provided their Options are exercised prior to the expiration of the Exercise Period. Each bonus issue share issued to the Option Holders will rank pari passu with the then issued ordinary shares in Zeus.

11. In the event of any reconstruction (including a subdivision, consolidation or other reconstruction of ordinary shares of Zeus into any greater or lesser number) of the issued capital of Zeus before the exercise of the Options, the entitlement of an Option Holder to shares on the exercise of any Option is reconstructed in the same proportion and manner as the issued ordinary share capital of Zeus is reconstructed (subject to the same provisions with respect to rounding of entitlements that apply to the reconstruction of the ordinary share capital in question) and in accordance with the Official Listing Rules of the ASX, but in all other respects the terms of the Options and the exercise price of the Options will remain unchanged.

12. If before the exercise of the Options there is a pro-rata issue to Zeus’ ordinary shareholders (except a bonus issue), the exercise Price of the Options may be reduced according to the following formula:

O’ = O - E [P - (S + D)]

N + 1

Where:

• O’ is the new exercise price of the Options.

• O is the old exercise price of the Options.

• E is the number of underlying ordinary shares into which 1 Option is exercisable.

• P is the average market price per ordinary share (weighted by reference to volume) of the ordinary shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S is the subscription price for an ordinary share under the pro-rata issue.

• D is the dividend due but not yet paid on existing ordinary shares (except those to be issued under the pro-rata issue).

• N is the number of ordinary shares with rights or entitlements that must be held to receive a right to 1 new ordinary share.

• If before the exercise of the Options, an offer is made (by Zeus or any other person) to holders of ordinary shares to subscribe for ordinary shares or other securities of Zeus or shares or other securities in any other company, Zeus must ensure that there is extended to the Option Holders the same offer that it would have received if, immediately before the date of that offer, it had exercised all of the Options fully (and assuming there is no restriction on that exercise) and had become registered as the holder of the same number of ordinary shares which it would have been entitled to have allotted and issued to it on that basis.

• If a takeover offer is made for the ordinary shares of Zeus, then Zeus must as soon as reasonably practicable inform each Option Holder that the offer has been made.