TREK METALS LIMITED — AGM Information 2007

Aug 14, 2007

ZAMBEZI RESOURCES LIMITED ARBN 124 462 826

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

Date of Meeting

7 September 2007

Time of Meeting

9.00am Western Standard Time (WST)

Place of Meeting

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Zambezi Resources Limited ARBN 124 462 826

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Zambezi Resources Limited (“ Company”) will be held at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda on 7 September 2007 at 9.00am Western Standard Time, for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

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

AGENDA

ORDINARY BUSINESS

2007 Accounts

To receive and consider the financial report of the Company for the year ended 31 March 2007, and the reports by the Directors and Independent Auditors.

Resolution 1 – Re – election of Mr Geoffrey Johnson as a Director

To consider and, if thought fit, to pass, with or without amendment the following resolution as an ordinary resolution:

“ That Mr Geoffrey Johnson, who retires by rotation in accordance with ASX Listing Rule 14.4 and who offers himself for re-election, be elected a director of the Company.”

Resolution 2 – Appointment of Auditor

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“ That, Messrs Deloitte Touche Tohmatsu be and are hereby appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors.”

BY ORDER OF THE BOARD

Lloyd Flint

Chief Financial Officer

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 above meeting may appoint not more than two proxies to attend and vote at this 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 9.00am Western Australian Standard Time on 5 September 2007 and UK holders not later than 9.00am London Time on 4 September 2007. 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 the Articles of Association 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 9.00am London Time on 4 September 2007.

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, Level 2, 45 St Georges Terrace, Perth, WA 6000, Australia or GPO Box D182, Perth WA 6840, Australia 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 at the address shown on the form by not later than 9.00am Western Australian Standard Time on 4 September 2007.

CREST Depositary Interests

Holders of CREST Depositary Interests ( “DI” ) 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, DI holders must complete, sign and return the Form of Instruction enclosed with the Notice to Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH so that DI holders can direct Computershare Company Nominees Limited (“ CCN” ) to vote the underlying shares on their behalf. The Form of Instruction needs to be received at the address shown on the form by not later than 9.00am (London Time) on 4 September 2007.

Zambezi Resources Limited

ARBN 124 462 826

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Zambezi Resources Limited (Zambezi or “Company”) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Canon's Court , 22 Victoria Street, Hamilton HM12, Bermuda on 7 September 2007 commencing at 9.00am (WST).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the Resolutions.

THE RESOLUTIONS

RESOLUTION 1 – Re – election of Mr Geoffrey Johnson as a Director

Resolution 1 seeks approval for the re-election of Mr Geoffrey Johnson as a Director with effect from the end of the meeting.

Bye-law 77 permits a Director to serve such term as the Company by resolution may determine, or in the absence of such determination, until the termination of the next annual general meeting following their appointment. ASX Listing Rule 14.4 imposes an additional requirement that a Director must not hold office (without re-election) past the third annual general meeting following the Director's appointment or 3 years, whichever is longer. Further, the Company is required pursuant to ASX Listing Rule 14.5 to hold an election of Directors each year. Accordingly, Mr Johnson retires from office and submits himself for reelection. Mr Johnson has served as an executive Director of the Company and will continue to do so up to the date of the Meeting. On his re-election to the Board under Resolution 1, he will continue as an executive Director.

Director’s Recommendation

Mr Johnson declined to make a recommendation about the proposed resolution because he has an interest in its outcome. Brian Rear, Jeremy Wrathall and Julian Ford recommend that Mr Johnson be re-elected to the Board.

RESOLUTION 2 – Appointment of Auditor

Section 89(2) of the Companies Act 1981 of Bermuda provides that members of a company at each annual general meeting shall appoint one or more auditors to hold office until the close of the next annual general meeting. In addition, Section 89(6) provides that the remuneration of an auditor appointed by the members shall be fixed by the members or by the Directors, if they are authorized to do so by the members.

The current auditors, Grant Thornton West Australian Partnership have changed their international affiliations to WHK Horwath. WHK Horwath does not have a Zambian office. The Company is seeking to change auditors to ensure that an audit firm with an international recognized connection in Lusaka, Zambia performs the audit. This would ensure that the audit could be carried out in an efficient and timely manner on an international basis and be managed by one firm of auditors from “one office” in Perth.

Therefore pursuant to resolution 2, Deloitte will be appointed as the Company’s auditors until the close of the next annual general meeting at a fee to be agreed by the Directors. The Company acknowledges the efforts of WHK Horwath and thanks them accordingly.

GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings:

“ ASX Listing Rules ” means the Listing Rules of the Australian Securities Exchange operated by ASX Limited ABN 98 008 624 691.

“ Zambezi ” or “ Company ” means Zambezi Resources Limited ARBN 124 462 826.

“ Board” means the board of Directors.

“ Bye-laws” means the bye-laws of the Company.

“ Companies Act” means the Bermuda Companies Act 1981.

“ Directors ” mean the directors of Zambezi from time to time.

“Explanatory Memorandum ” means this Explanatory Memorandum.

“ Meeting ” means the general meeting of shareholders of Zambezi convened by this Notice. “ Notice” or “ Notice of Meeting ” means the notice of annual general meeting that accompanies this Explanatory Memorandum.

“ Resolution” means a resolution referred to in the Notice of Meeting. “Share ” means a fully paid ordinary share in the capital of Zambezi.

“ Shareholder” means the holder of a Share.

This page has been left blank intentionally.

Zambezi Resources Limited ARBN 124 462 826

Proxy Form

I/We ___________ Of __________ being a shareholder/(s) of Zambezi Resources Limited (“Company”) and entitled to __ shares in the Company hereby appoint_______ of ___________ or failing him/her_________ of __________ or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our behalf at the special general meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermuda at 9.00am WST on 7 September and at any adjournment thereof in respect of__ of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

If more than one proxy is appointed, the proportion of voting rights this proxy is authorized to exercise is [ ]% (An additional proxy form will be supplied by the Company on request)

In relation to undirected proxies, the Chairman intends to vote in favor of each resolution.

I/We direct my/our proxy to vote as indicated: RESOLUTION FOR AGAINST ABSTAIN 1. Re-election of Mr Geoffrey Johnson � � � 2. Appointment of Deloitte as Auditor � � � As witness my/our hand/s this day of 2007 If a natural person: SIGNED by ) ) _ __ Name (Printed)

If a company: EXECUTED by ) __ ___ In accordance with its ) Director Director/Secretary Constitution ) __ ____ Name (Printed) Name (Printed) If by power of attorney: SIGNED for an on behalf of__ ) _____ Signature of Attorney By_____) ) Under a Power of Attorney dated and who) ______ Declares that he/she has not received any Signature of Witness Of Attorney in the presence of:

Zambezi Resources Limited ARBN 124 462 826

Proxy Form

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS

PROXY INSTRUCTIONS

Shareholders are entitled to appoint up to 2 persons (including a body corporate) to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. If a body corporate is appointed as proxy, the body corporate may appoint an individual as a representative to exercise its powers at the meeting.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy of facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to one of the following addresses, not less than 48 hours (65 hours for UK Holders) before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

For Australian Holders :		For UK holders:
Computershare Investor Services Pty Ltd		Computershare Services PLC
Level 2,	Or	The Pavilions
45 St Georges Terrace		Bridgwater Road
Perth WA 6000		Bedminster Down
		Bristol BS99 7NH
		ENGLAND
Facsimile (618) 9323 2033		Facsimile (870) 703 6101

The proxy form must be signed by the shareholder or his/her attorney duly authorized in writing or, if the shareholder is a corporation in a manner permitted by the Company’s Byelaws and the Companies Act.

The proxy may, but need to, be a shareholder of the Company.

In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.

A proxy form is attached to this Notice.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 9.00am Wednesday, 5 September 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.