TREK METALS LIMITED — AGM Information 2008

Jun 19, 2008

ZAMBEZI RESOURCES LIMITED Company No. (Bermuda) 35116 ARBN 124 462 826

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting 31 July 2008

Time of Meeting

9.00am Bermuda ADT (Atlantic Daylight Time)

Place of Meeting

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Zambezi Resources Limited Company No. (Bermuda) 35116 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 31 July 2008 at 9.00am Atlantic Daylight Time (ADT), 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

2008 Accounts

To receive and consider the financial report of the Company for the year ended 31 March 2008, and the reports by the Directors and Independent Auditors.

Re election of Directors

To consider and, if thought fit, to pass, with or without amendment resolutions 1 to 4 as ordinary resolutions:

Resolution 1 – Re – election of Mr Brian Rear

“ That in accordance with Bye-Law 77, Brian Rear be elected a director of the Company for a further 3 years.”

Resolution 2 – Re – election of Mr Jeremy Wrathall

“ That in accordance with Bye-Law 77, Jeremy Wrathall be elected a director of the Company for a further 3 years.”

Resolution 3 – Re – election of Mr Julian Ford

“ That in accordance with Bye-Law 77, Julian Ford be elected a director of the Company for a further 3 years.”

Resolution 4 – Re – election of Mr Geoffrey Johnson

“ That in accordance with Bye-Law 77, Geoffrey Johnson be elected a director of the Company for a further 3 years.”

Resolution 5 – Issue of options to Brian Rear and Jeremy Wrathall

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

“ That for the purpose of Listing Rule 10.11 of the Listing rules of ASX Limited and for all relevant purposes, approval is given for the Company to grant 500,000 options to each of Mr Brian Rear and Mr Jeremy Wrathall (or their nominees) each exercisable at £0.20p and expiring on or before 31 August 2011 and otherwise on terms and conditions set out in the Explanatory Memorandum accompanying this notice.”

Voting exclusion - The Company will disregard any votes cast on this resolution by both Mr Rear and Mr Wrathall and any person associated with them. However the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6 – Ratification of issue of 4,030,000 staff options to Employees

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

“ That for the purpose of Listing Rule 7.4 of the Listing rules of ASX Limited and for all relevant purposes, approval is given for the Directors to issue and allot 4,030,000 options to key employees (or their nominees) on terms and conditions set out in the Explanatory Memorandum accompanying this notice.”

Voting exclusion - The Company will disregard any votes cast on this resolution by any person who participated in the issue and any person associated with them. However the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 7 – 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 5.00pm Western Australian Standard Time on 28 July 2008 and UK holders not later than 5.00pm London Time on 29 July 2008. 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 5.00pm London Time on 29 July 2008.

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 5.00pm Western Standard Time on 28 July 2008.

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 5.00pm London Time on 29 July 2008.

Zambezi Resources Limited Company No. (Bermuda) 35116 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 31 July 2008 commencing at 9.00am ADT, 1.00pm GMT (UK) 31 July 2008 and 8.00pm WST (Perth) 31 July2008.

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 to 4 - Re election of Directors

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. Accordingly, the Directors submit themselves for re-election as this was last done three years ago for three years.

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 re-election. 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 4, he will continue as a non - executive Director.

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

Director’s Recommendation

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

Resolution 2 seeks approval for the re-election of Mr Jeremy Wrathall as a Director with effect from the end of the meeting.

Director’s Recommendation

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

Resolution 3 seeks approval for the re-election of Mr Julian Ford as a Director with effect from the end of the meeting.

Director’s Recommendation

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

Resolution 4 seeks approval for the re-election of Mr Geoffrey Johnson as a Director with effect from the end of the meeting.

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 5 – Issue of options to Brian Rear and Jeremy Wrathall

As announced to the market on the 5[th] September 2007 that subject to obtaining Shareholder approval, the board has resolved to grant options to two Directors as follows:

Name	NumberofOptions	ExercisePrice GBP£	ExpiryDate
Brian Rear	500,000	0.20	31 August 2011
Jeremy Wrathall	500,000	0.20	31 August2011

The full terms of the options to be granted to Messrs Rear and Wrathall are set out in Appendix A to this Explanatory Memorandum. This resolution seeks shareholder approval for the grant of these options.

The ASX Listing Rules set out a number of regulatory requirements which must be satisfied in relation to these Resolutions. These are summarized below.

ASX Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including the grant of options) to a related party or Company. If this resolution is passed the options will be granted to Messrs Rear and Wrathall, who are related parties of the Company by virtue of them being Directors. Accordingly, approval for the grant of the options to Messrs Rear and Wrathall is required pursuant to listing rule 10.11. Approval pursuant to Listing Rule 7.1 is not required in order to grant the options to Messrs Rear and Wrathall as approval is being obtained under Listing Rule 10.11. Shareholders should note that the grant of the options to Messrs Rear and Wrathall with approval under Listing Rule 10.11 will not be included in the 15% calculation for the purposes of Listing Rule 7.1.

Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under Listing Rule 10.11. For the purposes of Listing Rule 10.13, the following information is provided to Shareholders.

a) the number of options to be granted by the Company is:

Name	NumberofOptions	ExercisePrice GBP£	ExpiryDate
Brian Rear	500,000	0.20	31 August 2011
Jeremy Wrathall	500,000	0.20	31 August2011

b) the options will be granted for nil consideration and therefore no funds will be raised from the grant of options. The full terms and conditions of the options are set out in Appendix A of the Explanatory Memorandum;

• c) the purpose of the grant of the options is to provide incentive for Messrs Rear and Wrathall to dedicate their skills and expertise to the Company, to ensure ongoing commitment to the Company and to preserve the Company’s cash funds.

• d) The options will be issued to Messrs Rear and Wrathall within one month from approval by shareholders at the annual general meeting.

Recommendation

Julian Ford and Geoffrey Johnson recommend that shareholders vote in favour of the Resolutions as they are the view that the grant of the options to Messrs Rear and Wrathall preserves the cash resources of the Company and at the same time provides an added incentive to create shareholder wealth. Messers Rear and Wrathall declined to make a recommendation in relation to the resolutions due to the fact that they have a material personal interest in their outcome.

If Shareholders approved the grant of options to Messrs Rear and Wrathall, and all of the options are exercised, the effect will be to dilute the shareholding of existing shareholders by approximately 0.53% on an undiluted basis and based on the number of Shares on issue as at the date of this Notice.

The market price for Shares during the term of the options would normally determine whether or not Messrs Rear and Wrathall exercise the options which would result in a cash benefit of GBP£200,000 for the Company on their exercise. In the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on the AIM Market of the London Stock Exchange are set out below:

	Date	Price GBP£
Highest	18 June2007	0.2675
Lowest	4 April 2008	0.0785
Last	18 June2008	0.1150

Resolution 6 – Ratification of issue of 4,030,000 staff options to Employees

During the year the Company issued the following incentive options to key personnel (none of whom are related parties) pursuant to the Zambezi Resources Ltd Staff Option Scheme :

Role	Options	Exercise Price GBP£	Expiry Date	Issue Date
Executive Chairman - Mwembeshi ResourcesLtd	500,000	0.20	31 Aug 2011	28 Aug 2007
PrincipalGeologists (x3)	300,000	0.20	31 Aug2011	28Aug2007
OperationsManager	180,000	0.20	31 Aug2011	28Aug2007
Group GISManager	100,000	0.20	31 Aug2011	28Aug2007
GroupAccountant	100,000	0.20	31 Aug2011	28 Aug2007
CFO	500,000	0.20	31 Aug2011	28 Aug2007
JointVentureManager	500,000	0.20	31 Aug2011	28 Aug2007
CountryManager	500,000	0.13	31 Mar 2011	28Mar 2008
PrincipalGeologists (x3)	500,000	0.13	31 Mar 2011	28Mar 2008
OperationsManager	150,000	0.13	31 Mar 2011	28Mar 2008
SeniorGeologists (x3)	400,000	0.13	31 Mar 2011	28 Mar 2008
FinanceManager	200,000	0.13	31 Mar 2011	28 Mar 2008
HR Manager	100,000	0.13	31 Mar 2011	28 Mar 2008
Total	4,030,000

The grant of these options reserves the cash resources of the Company and at the same time provides an added incentive for key personnel.

Approvals Required

Under this resolution, the Company seeks from shareholders ratification under ASX Listing Rule 7.4 of the issues of securities set out below so as to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of securities in the next 12 months.

For the purposes of Listing Rule 7.5, the following information is provided to shareholders:

• a) The total number of options granted was 4,030,000;

• b) The options were granted pursuant to the Zambezi Resources Ltd Staff Option Scheme;

• c) The terms and conditions of the options granted are set out in Appendix A and B respectively to this Explanatory Memorandum; and

• d) The allottees are set out above.

• e) No funds were raised by the issue and allotment of the options.

Directors’ Recommendation

The ratification of the issue of these options is keeping with the principles of the Company’s remuneration policy and further preserves the cash resources of the Company. At the same time the options provide an added incentive for key personnel to provide dedicated and ongoing commitment to the Company. The Board recommends the Shareholders vote in favour of this resolution as it also allows the Company to retain the flexibility to issue further equity securities representing up to 15% of the Company’s share capital during the next 12 months.

RESOLUTION 7 – 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.

Therefore pursuant to resolution 7, 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.

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.

ANNEXURE A

August 2011 Series Options Terms and Conditions

The terms and conditions of the Options are as follows:

1. No monies will be payable for the issue of the Options.

2. A certificate will be issued for the Options.

3. The Options shall expire at 5.00pm Greenwich Mean Time (“ GMT ”) on the Expiry Date .

4. Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share (" Share ") in Zambezi Resources Limited (" Company ").

5. Shares will allotted to Option holders at an exercise price being ₤0.20 per share (" Exercise Price ").

6. Options may be exercised at any time on or after 9.00 am GMT on the Commencement Date and on or before 5:00 pm GMT on the Expiry Date.

7. Options not exercised on or before the Expiry Date will automatically lapse.

8. The Exercise Price of Shares the subject of Options shall be payable in full on exercise of the Options.

9. The Company will not apply for the Options to be admitted to trading on the AIM Market of the London Stock Exchange.

10. Options shall be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:

11. (a) payment for the Exercise Price for each Share to be issued on exercise of the Options specified in the notice; and

12. (b) the certificate for those Options, for cancellation by the Company.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date. An exercise of only some Options will not affect the rights of the Option holder to the balance of the Options held by the Option holder.

1. Within 10 Business Days after the notice referred to in condition 10 becoming effective, the Company must:

2. (a) allot and issue the number of Shares specified in the notice to the holder;

3. (b) cancel the certificate for the Options being exercised; and

4. (c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.

5. Subject to any restrictions on transfer agreed between the Company and the Option holder, the Options shall be freely transferable.

6. Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.

7. If the Company’s securities have been admitted to trading on the AIM Market of the London Stock Exchange, the Company shall, in accordance with the AIM Market of the London Stock Exchange Rules, make application to have Shares allotted pursuant to an exercise of Options admitted to trading on the AIM Market of the London Stock Exchange.

8. If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, then the rights of an Option holder will be changed to the extent necessary to comply with the Listing Rules of the ASX Limited applying to a reorganisation of capital at the time of the reorganisation.".

9. The Options will not give any right to participate in dividends, bonus issues or entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options. There is no right to change the exercise price of Options if the Company completes a bonus or entitlements issue.

10. If the Option holder ceases to be an Eligible Person of the Company the Options will lapse if not exercised within 3 months of ceasing to be an Eligible Person or such longer period as the board of directors determines.

11. If at any time prior to the Expiry Date the Option holder dies, the deceased holder's legal personal representative may:

12. (a) elect to be registered as the new Option holder of the deceased Option holder's Options;

13. (b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and

14. (c) if the deceased Option holder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

15. In these terms and conditions:

" AIM " means the AIM Market of the London Stock Exchange plc;

" AIM Rules " means the rules governing the operation of the AIM Market of the London Stock Exchange as published by the London Stock Exchange plc from time to time;

• " Business Day " means a day on which the AIM Market of the London Stock Exchange is open for trading in securities;

• " Commencement Date " means the date of the allotment and entry into the register of the options; and “ Eligible Person ” means Eligible Person as defined under the rules of the Zambezi Resources Limited Staff Option Plan;

• " Expiry Date " means the 31 August 2011.

THE COMMON SEAL of ) ZAMBEZI RESOURCES LIMITED ) is affixed in accordance with its ) Constitution in the presence of: )

Director Secretary/Director

___ ___ Print name Print name

ANNEXURE B

March 2011 Series Options Terms and Conditions

The terms and conditions of the Options are as follows:

1. No monies will be payable for the issue of the Options.

2. A certificate will be issued for the Options.

3. The Options shall expire at 5.00pm Greenwich Mean Time (“ GMT ”) on the Expiry Date .

4. Subject to these terms and conditions each Option will entitle the holder to subscribe for one fully paid ordinary share (" Share ") in Zambezi Resources Limited (" Company ").

5. Shares will allotted to Option holders at an exercise price being ₤0.13 per share (" Exercise Price ").

6. Options may be exercised at any time on or after 9.00 am GMT on the Commencement Date and on or before 5:00 pm GMT on the Expiry Date.

7. Options not exercised on or before the Expiry Date will automatically lapse.

8. The Exercise Price of Shares the subject of Options shall be payable in full on exercise of the Options.

9. The Company will not apply for the Options to be admitted to trading on the AIM Market of the London Stock Exchange.

10. Options shall be exercised by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of Options being exercised and must be accompanied by:

11. (a) payment for the Exercise Price for each Share to be issued on exercise of the Options specified in the notice; and

12. (b) the certificate for those Options, for cancellation by the Company.

13. The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date. An exercise of only some Options will not affect the rights of the Option holder to the balance of the Options held by the Option holder.

14. Within 10 Business Days after the notice referred to in condition 10 becoming effective, the Company must:

15. (a) allot and issue the number of Shares specified in the notice to the holder;

16. (b) cancel the certificate for the Options being exercised; and

17. (c) if applicable, issue a new certificate for any remaining Options covered by the certificate accompanying the notice.

18. 1. Subject to any restrictions on transfer agreed between the Company and the Option holder, the Options shall be freely transferable.

19. Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, pari passu with existing Shares of the Company in all respects.

20. If the Company’s securities have been admitted to trading on the AIM Market of the London Stock Exchange, the Company shall, in accordance with the AIM Market of the London Stock Exchange Rules, make application to have Shares allotted pursuant to an exercise of Options admitted to trading on the AIM Market of the London Stock Exchange.

21. If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, then the rights of an Option holder will be changed to the extent necessary to comply with the Listing Rules of the ASX Limited applying to a reorganisation of capital at the time of the reorganisation.".

22. The Options will not give any right to participate in dividends, bonus issues or entitlement issues until Shares are allotted pursuant to the exercise of the relevant Options. There is no right to change the exercise price of Options if the Company completes a bonus or entitlements issue.

23. If the Option holder ceases to be an Eligible Person of the Company the Options will lapse if not exercised within 3 months of ceasing to be an Eligible Person or such longer period as the board of directors determines.

24. If at any time prior to the Expiry Date the Option holder dies, the deceased holder's legal personal representative may:

25. (a) elect to be registered as the new Option holder of the deceased Option holder's Options;

26. (b) whether or not he or she becomes so registered, exercise those Options as if he or she were the holder of them in accordance with those terms and conditions; and

27. (c) if the deceased Option holder has already given a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

28. In these terms and conditions:

" AIM " means the AIM Market of the London Stock Exchange plc;

• " AIM Rules " means the rules governing the operation of the AIM Market of the London Stock Exchange as published by the London Stock Exchange plc from time to time;

" Business Day " means a day on which the AIM Market of the London Stock Exchange is open for trading in securities;

• " Commencement Date " means the date of the allotment and entry into the register of the options; and “ Eligible Person ” means Eligible Person as defined under the rules of the Zambezi Resources Limited Staff Option Plan;

• " Expiry Date " means the 31 March 2011.

THE COMMON SEAL of ZAMBEZI RESOURCES LIMITED ) is affixed in accordance with its Constitution in the presence of:

Director Secretary/Director

___ ___ Print name Print name

Zambezi Resources Limited Company No. (Bermuda) 35116 ARBN 124 462 826

Proxy Form

I/We ( shareholder name ) _______________

Of (address)_____________

being a shareholder/(s) of Zambezi Resources Limited (“Company”) and entitled to __ shares in the Company hereby appoint (name of proxy)___________

of (address of proxy)____________ or failing him/her (name)_______________

of (address of proxy ___________

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 ADT on 31 July2008 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 Brian Rear	�	�	�
2.	Re –election of Mr Jeremy Wrathall	�	�	�
3.	Re-election of Mr Julian Ford	�	�	�
4.	Re - election of Mr Geoffrey Johnson	�	�	�
5.	Issue of options to directors	�	�	�
6.	Issue of options to employees	�	�	�
7.	Appointment of Deloitte as Auditor	�	�	�

As witness my/our hand/s this day of 2008

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 )

Under a Power of Attorney dated ______)

Name_________

In the presence of ) Name of Witness___ ) ) Signature of Witness_______

Zambezi Resources Limited Company No. (Bermuda) 35116 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 44 hours 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 (61) (8) 9323 2033 Facsimile (44) (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 Bye-laws 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 30 July 2008 ADT. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.