20 March 2014 Company Announcements Office Announcements Office 4th Floor, 20 Bond Street SYDNEY NSW 2000 Dear Sir / Madam Board Change - Appointment of Managing Director ASX CODE: ZNC The board of directors of Zenith Minerals Ltd is pleased to advise that respected geologist Michael (“Mick”) Clifford has agreed to join the Company as Managing Director. Mick Clifford is a geologist (BSc (Hons) 1987, MSc) with over 25 years experience in the exploration industry. Mick held senior technical and business development roles and explored for most major metal commodities during a successful career with Billiton Australia, Acacia Resources and AngloGold Ashanti rising to the position of Regional Exploration Manager Australia. Mick was Managing Director of ASX listed PacMag Metals Ltd from 2005 until its takeover in 2010, when he co‐founded private explorer S2M2 Coal Pty Ltd. He is experienced in international exploration, exploring for gold, copper and coal in Indonesia and has had exposure to mining and exploration in the USA, Brazil, PNG, Angola, Democratic Republic of Congo, Mexico and Mongolia. Zenith’s Chairman Mike Joyce commented: “Zenith’s board is delighted to welcome Mick Clifford as MD as part of the purchase of unlisted company S2M2 Coal Pty Ltd, which was approved by Zenith shareholders at the General Meeting on 18 March. The transaction provides an exciting opportunity for Zenith to conduct the first drill test of a new, highly prospective and drill‐ready gold project at Kavaklitepe in Turkey, as well as effectively doubling our cash reserves.” The key terms and conditions of Mr Clifford's employment contract are included in Schedule A (attached) Yours truly, Alex Dermedgoglou Company Secretary Level 3, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1426, West Perth, Western Australia 6872 Tel: (+61-8) 9226 1110 Fax: (+61-8) 9321 0070 Email: [email protected] SCHEDULE A SUMMARY OF KEY TERMS AND CONDITIONS OF SERVICES AGREEMENT FOR MR CLIFFORD Term Remuneration Leave Options and Performance Rights Mr Clifford’s (“Executive”) engagement commences 18th March 2014 and is an annually renewable contract (“Contract”). In recognition of the Executive’s other current commitments of approximately 5 days per month, the Contract will initially require the Executive to dedicate a minimum 74% of his normal working hours in attending to Zenith matters. The role can be increased to a full time on the mutual agreement of the Company and the Executive. The Contract may be terminated by the Company by giving not less than 3 months notice and by the Executive by giving not less than 3 months notice. Fixed remuneration of a minimum of $210,900 per annum inclusive of superannuation. Pro‐rata annual leave entitlement of 4 weeks per annum. In addition to remuneration set out above, the Executive will be entitled to employee share options, as set out below, for which shareholder approval has been received at a General Meeting on 18 March 2014 in accordance with the ASX Listing Rules and the Corporations Act 2001 (Cth); 1,000,000 options with a term of 45 months, exercise price 45% above the 20 day VWAP on the date of shareholder approval. Level 3, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1426, West Perth, Western Australia 6872 Tel: (+61-8) 9226 1110 Fax: (+61-8) 9321 0070 Email: [email protected]