Completion of Placing

RNS Number:9869W
Zambezi Nickel Ltd
21 May 2007

21 May 2007



                             Zambezi Nickel Limited

                      ("Zambezi Nickel" or the "Company")





 Heads of agreement signed with Zambezi Resources for Joint Venture at the Oryx
                           Uranium Prospect in Zambia



                             Completion of Placing



  * Completion of placing of 40,000,000 ordinary shares at a price of 5p per
    share to raise gross proceeds of #2,000,000.
  * Heads of agreement signed with Zambezi Resources Limited with the
    intention of creating a joint venture arrangement pursuant to which Zambezi
    Nickel could initially acquire 51% of the uranium rights over the Oryx
    prospect and additional radiometric anomalies over four granted Zambian
    Prospecting Licences.



The directors of Zambezi Nickel (AIM: ZNI) announce that today they signed Heads
of Agreement with Zambezi Resources Limited ("Zambezi Resources") (AIM: ZRL)
with a view to entering into a joint venture agreement with Zambezi Resources
within three months. Under the Heads of Agreement, Zambezi Resources and the
Company will enter into a joint venture agreement, pursuant to which Zambezi
Nickel will, conditional upon certain financial commitments, be entitled to
acquire initially 51% of the uranium rights to four Zambian Prospecting Licences
covering over 6800km(2) which include the highly prospective Oryx uranium
prospect as well as a further 11 high priority radiometric anomalies.



The Oryx Uranium prospect is favourably located approximately 80km south east of
the Zambian capital, Lusaka.  Covering an area of 12km(2), the Oryx radiometric
anomaly was discovered by Zambezi Resources in 2005 through the completion of a
regional airborne magnetic and radiometric survey. Subsequent exploration
identified surface accumulations of the uranium-rich mineral davidite, which has
assayed up to 6.44% U3O8.



A further announcement will be made in due course when the joint venture
agreement is finalised.



Zambezi Nickel's Managing Director Jim Kerr commented, "The uranium rights over
the Oryx prospect and indeed the entire suite of tenements contemplated in the
Heads of Agreement will allow Zambezi Nickel to diversify the Company's
portfolio into Uranium. With an experienced exploration team already
established, we are geared up to commence exploration as soon as the joint
venture agreement is signed and intend to rapidly delineate uranium resources
and where economically feasible, bring them into production."



Placing

At the same time, Zambezi Nickel has completed a placing of 40,000,000 ordinary
shares of 1p each, (the "Placing Shares") at a price of 5p per share, raising
gross proceeds of #2,000,000.



Application will be made for the Placing Shares to be admitted to AIM and
dealings in the Placing Shares is expected to commence on 25 May 2007.

.

The total number of issued ordinary shares in the Company, including the Placing
Shares, will be 75,374,120 Ordinary shares.



Zambezi Resources have subscribed for 20,000,000 ordinary shares of 1p each 
("Ordinary Shares") in the Placing. Following admission of the Placing Shares,
Zambezi Resources will hold 36,633,621 Ordinary Shares (48.6% of the total
number of Ordinary Shares in issue)



The proceeds from the placing will be used to assist the Company fulfil its
obligations under the joint venture agreement when it is executed.



Terms for the Heads of Agreement

Under the Heads of Agreement and subject to entering into a joint venture
agreement with Zambezi Resources, Zambezi Nickel will earn its equity interest
in the uranium rights on the Mpande, Rufunsa, Mulungushi and Chumbwe licences as
follows:



*         Zambezi Nickel must spend a total of US$5 million on the licence areas
over two and a half years in order to earn a 51% equity interest in the
companies controlling the Zambian uranium rights (these companies are currently
wholly owned by Zambezi Resources);



*         Zambezi Nickel must spend a minimum of US$3 million before it can
withdraw from the joint venture agreement, of which US$2 million must be spent
on the Chumbwe licence, which contains the Oryx prospect;



*         After Zambezi Nickel has earned its 51% interest in all uranium
rights, Zambezi Resources can elect to fund ongoing exploration and development
costs on a pro rata basis or elect to allow Zambezi Nickel to fund exploration
through to completion of  a Definitive Feasibility Study or Studies ("DFS");



*         For the Chumbwe licence, after Zambezi Nickel has earned its 51%
interest, Zambezi Nickel must, within the four years after the date of the
acquisition of interest, complete a DFS on a JORC compliant uranium resource to
earn a 75% equity interest in the company holding the licence;



*         For the other three licences, Zambezi Nickel must, within four years
of the date of the acquisition of interest, complete a DFS on a JORC compliant
uranium resource not located on the Chumbwe licence to earn a 75% equity
interest in the company holding the licences;



*         On completion of a positive DFS, and on making a decision to mine,
Zambezi Resources may elect to retain their 25% ownership by contributing their
share of costs or dilute their interests;



*         Where Zambezi Resources elects not to fund development costs pro rata,
it shall be entitled to a 2.5% Net Smelter Return (NSR) on uranium produced; and



*         Under the underlying Uranium Rights Agreement, Zambezi Resources will
also be entitled to a 2.5% NSR on any other minerals produced as a by product of
uranium mining.



The Agreement will be subject to normal regulatory and Ministerial approvals. As
already set out above, if a joint venture agreement is executed between the
parties, a further announcement will be made in due course.



About Oryx

The Oryx Uranium prospect is favourably located approximately 80km south east of
the Zambian capital, Lusaka.  Covering an area of 12km(2), the Oryx radiometric
anomaly was discovered by Zambezi Resources in 2005 through the completion of a
regional airborne magnetic and radiometric survey.



Field reconnaissance of the 6km long radiometric anomaly revealed the occurrence
of davidite, which is a heavy titanium-iron oxide mineral that contains
significant uranium and rare earth elements including yttrium, cerium and
lanthanum.



Initial exploration activities including mapping, 1.6km of trenching, soil
sampling, a ground radiometric survey and rock chip sampling focused on the peak
radiometric anomaly in the north eastern zone of the prospect area. Trenching
identified significant uranium grades over widths of up to 50m, with a peak
value of 1527ppm U3O8 (0.15% U3O8).



Selected sampling of surface accumulations of uranium-rich iron oxides possibly
derived from davidite, returned values of up to 6.44% U3O8.



A high resolution airborne radiometric survey completed after this initial phase
of exploration clearly shows that a larger, cohesive radiometric anomaly exists
to the west of the initial exploration area.  This anomaly remains untested.



Zambezi Resources also collected samples of davidite-bearing material to be
submitted for metallurgical testwork to confirm the likely metallurgical
characteristics of the Oryx uranium mineralisation.  Testwork on a low-grade
(160 ppm U3O8) bulk 50 kg sample suggested that gravity separation alone is
unable to effectively upgrade the uranium and that low intensity magnetic
separation would be required.  Pressure acid leaching on a high grade sample
(sorted by spectrometer by Zambezi Resources) grading 4.4% U3O8 extracted 68% of
the uranium over a 6 hour period.

A further 50 kg sample was collected to assess the potential to upgrade the
davidite mineralisation in order to form a high grade concentrate.  The results
of this metallurgical programme remain pending.

Towards the end of 2006, diamond drilling was carried out at the Oryx uranium
project in the north-eastern part of the radiometric anomaly where previous
trench sampling had returned up to 760 ppm U3O8 and extensive davidite float was
evident at surface along a northeast trending ridge.  The diamond drill holes,
targeted to generate structural information, reportedly intersected sheared
pegmatite, biotite schist, amphibolite and dolerite.  Even though not
specifically targeting mineralisation, Initial sampling results returned a value
of greater than 300 ppm U3O8 over a sample length of 0.6 m in one sample.



Other Uranium Targets

In addition to the Oryx prospect, at least 11 high priority radiometric
anomalies identified by regional airborne radiometric surveys exist within the
Mpande and Mulungushi licences covered by the proposed Joint Venture.

The Mpande anomalies consist of four prominent bullseye-style and one elongate
lithological/shear-related style surface radiometric uranium anomalies. The
bullseye anomalies range in size from 0.25 square kilometres to 1.5 square
kilometres, while the lithological/shear-related anomaly is approximately 4
kilometres long and 200 metres wide.

The Mulungushi anomalies consist of five elongate surface radiometric uranium
anomalies, and are strongly associated with prominent regional shear systems
interpreted to be related to the major crustal Mwembeshi Shear Zone. The
anomalies are generally of the order of 2 kilometres in length and 0.5
kilometres in width. Further processing of the data is awaited to assist in
target selection.



Zambezi Nickel intends to initiate extensive mapping, trenching, detailed
radiometric surveys and drilling of these target areas once the joint venture
agreement is signed.  Through its alliance with Zambezi Resources, Zambezi
Nickel is well placed to quickly and efficiently explore target areas and search
for new prospects.  It is Zambezi Nickel's intention to rapidly delineate
uranium resources and where economically feasible, bring them into production



Jim Kerr, who is a Member of the Australasian Institute of Mining and
Metallurgy, and who has sufficient experience which is relevant to the style of
mineralisation 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 has
reviewed the information contained in this announcement.





Jim Kerr

Managing Director

Zambezi Nickel



For further information please contact:

Jim Kerr, Zambezi Nickel Limited                            Tel: [phone]
David Youngman, WH Ireland Limited                         Tel: [phone]

Laurence Read/Jos Simson, Conduit PR                       Tel: [phone]






                      This information is provided by RNS
            The company news service from the London Stock Exchange
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