TREK METALS LIMITED — Proxy Solicitation & Information Statement 2009

Jun 4, 2009

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Dear Shareholder

On 18 May 2009, Zambezi Resources Ltd (" Company ") released to the Australian Securities Exchange (" ASX ") a Notice of General Meeting, Explanatory Memorandum and Proxy Form (" Meeting Notice ") for a general meeting of shareholders to be held on 22 June 2009. The Company has made minor amendments to the Meeting Notice in light of recent events.

A clean copy of the amended Meeting Notice is enclosed with this letter, and will be dispatched to shareholders in the week beginning 8 June 2009.

The general meeting of shareholders is still to be held on 22 June 2009.

A brief summary of the amendments to the Meeting Notice is provided below:

1. Issue Price of Shares under Resolution 2

Under the original Meeting Notice, the issue price of shares under resolution 2 was stated to be " at least 80% of the average market price of the shares over the last five days… ". Under the amended Meeting Notice, the issue price is now stated to be " the lesser of AUD$0.02 each and at least 80% of the average market price of the shares over the last five days… ".

This amendment was made because there has been no recent trading of Company shares on the ASX as the Company has been voluntarily suspended from trading for some time. The amendment inserts a more appropriate issue price for Company shares in the circumstances. Corresponding changes have been made to the Explanatory Memorandum.

2. AIM Delisting

As announced to the ASX on 29 May 2009, the Company intends to delist from AIM (the Alternative Investment Market) of the London Stock Exchange plc. The Company is now delisted. Accordingly, the Explanatory Memorandum has been updated to reflect this.

Please contact me if you have any questions on 08 9216 9000.

Yours sincerely

Lloyd Flint Chief Financial Officer

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

NOTICE OF GENERAL MEETING

and EXPLANATORY MEMORANDUM

Date of Meeting

22 June 2009

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 a General Meeting of the Shareholders of Zambezi Resources Limited (" Company ") will be held at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda on 22 June 2009 at 9.00am Atlantic Daylight Time (ADT), for the purpose of transacting the following business referred to in this Notice of General Meeting.

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

AGENDA

BUSINESS

Resolution 1 – Approval of Share Issue to Creditors

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 7.1 and for all other purposes, approval is given for the directors of the Company to allot and issue up to 161,685,161 Shares at a deemed issue price of AUD$0.02 each to a number of the Company's creditors on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate of those persons. 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 2 – Approval of Placement of Shares

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 7.1 and for all other purposes, approval is given for the directors of the Company to allot and issue up to 50,000,000 Shares at an issue price which is the lesser of AUD$0.02 each and at least 80% of the average market price of Shares over the last five days on which sales in Shares were recorded before the day on which the issue is made or, if there is a prospectus relating to the issue, over the last five days on which sales in the Shares were recorded before the date of the prospectus, on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate of those persons. 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.

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BY ORDER OF THE BOARD

Lloyd Flint Chief Financial Officer 5 June 2009

NOTES

These notes form part of the Notice of General Meeting. The Notice of General Meeting should be read in conjunction with the accompanying Explanatory Memorandum. Capitalised words and phrases used in this Notice of General Meeting are defined in the Glossary contained in the accompanying Explanatory Memorandum.

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 8.00pm Western Australian Standard Time on 18 June 2009 and UK holders not later than 1.00pm London Time on 18 June 2009. 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 1.00pm London Time on 18 June 2009.

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 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 8.00pm Western Standard Time on 18 June 2009.

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, The Pavilions, Bridgwater Road, Bristol BS13 8AE so that DI holders can direct Computershare Company Nominees Limited 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 1.00pm London Time on 18 June 2009.

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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 General Meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on 22 June 2009 commencing at 9.00am ADT, 1.00pm GMT (UK) 22 June 2009 and 8.00pm WST (Perth) 22 June 2009.

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

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

Terms used in this Explanatory Memorandum have the meanings set out in the Glossary contained in this Explanatory Memorandum.

INTRODUCTION

Between July and September 2008 the Company undertook a pro-rata non-renounceable rights issue with the objective of raising up to approximately AUD$4,100,000 (£1,980,250). Approximately AUD$1.2m was taken up under the rights issue and associated shortfall allocations.

On 31 October 2008 the Company voluntarily suspended trading on the ASX and on 3 November 2008 voluntarily suspended trading on the AIM market of the London Stock Exchange (“AIM”) in order to secure its financial position.

On 28 November 2008 the Company announced that it had reached a standstill agreement with all its major creditors whereby the payment of debts by the Company to the creditors would be deferred until the end of March 2009. This was subsequently further extended to 30 April 2009. The Company also announced that, as part of its ongoing restructuring, 60 staff in Zambia had been retrenched.

On 28 January 2009, the Company secured an agreement with Astron Limited (“Astron”) for a three staged recapitalisation plan which required an initial investment of AUD$580,000 and, subject to Shareholder approval, an additional investment of AUD$3,420,000 and an unsecured note for USD$6,000,000, subject to various conditions as detailed in the announcement dated 28 January 2009.

On 9 March 2009, the Company received Shareholder approval for the Astron transactions which were due to settle on 11 March 2009. On 11 March 2009, the Company received a notice from Astron purporting to terminate the placement agreement. This notice was refuted by Zambezi and Zambezi provided notice to Astron that Astron was in breach of the placement agreement and that Zambezi was willing and able to complete the transaction. On 13 March 2009, and after Astron's failure to complete under the placement agreement, the Company gave notice of termination of the placement agreement and has reserved all of its rights against Astron.

On 1 May 2009, the Company announced it had reached agreement with all its major creditors for the conversion of approximately $3,233,704 of debt to Shares at a deemed issue price of AUD$0.02 per Share, subject to Shareholder approval. Accordingly, Shareholder approval is now being sought for the issue of up to 161,685,161 Shares.

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The major creditors have also agreed to extend the existing debt standstill arrangements to the earlier of receipt of the Shareholder approval for the conversion of debt, or 30 June 2009. The moratorium has given Zambezi the opportunity to prepare this notice of meeting seeking the requisite Shareholder approval and also to seek to raise additional equity to provide funds for its projects in Zambia.

On 31 October 2008 the Company voluntarily suspended trading on the ASX and on 3 November 2008 voluntarily suspended trading on AIM in order to secure its financial position. The Company remains suspended on ASX while it seeks to refinance the Company. On 29 May 2009 the Company announced to the ASX that it intended to give notice to delist from AIM. The Company is now delisted. The Company intends to seek reinstatement to official quotation on ASX once it has raised additional working capital – this capital raising may occur prior to the General Meeting, utilising the Company's 15% placement capacity. The Company's re-listing on ASX may or may not occur before the General Meeting.

The Company intends to apply any funds raised utilising its 15% placement capacity and pursuant to Resolution 2 to supplement current working capital and to fund continued exploration and development of its projects in Zambia. The Company's current strategy is aimed at minimising ongoing costs while retaining the intellectual property and knowledge base it has built up over the past five years.

Resolution 1 seeks Shareholder approval for the issue of up to 161,685,161 Shares to the Company's major creditors to convert approximately $3,233,704 of debt to equity. Resolution 2 seeks Shareholder approval for a further placement of Shares to allow the Company to raise further working capital, in addition to its 15% discretionary capacity which, as noted above, it may use prior to the General Meeting.

RESOLUTION 1 – APPROVAL OF SHARE ISSUE TO CREDITORS

Listing Rule 7.1

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

Resolution 1 has been included so that Shareholders may approve, pursuant to Listing Rule 7.1 the issue of up to 161,685,161 Shares at a deemed issue price of AUD$0.02 per Share to convert debts to the value of up to approximately AUD$3,233,704.

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

1. the maximum number of Shares to be issued under Resolution 1 is 161,685,161 Shares;

2. the Shares to be issued under Resolution 1 will be allotted and issued on one date (expected to be on or around 23 June 2009), at a deemed issue price of AUD$0.02 per Share to convert debts to the value of up to approximately AUD$3,233,704;

3. the Shares to be issued are fully paid ordinary shares which will rank pari passu with existing Shares;

4. the allottees will be as listed below:

the allottees will be as listed below:
Allottee	Shares	Debt being Converted ($)
Maxidrill Zambia Pty Ltd and Maxidrill Pte Limited	55,841,935	1,116,839

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Allottee	Shares	Debt being Converted ($)
Voyager Rentals Limited	17,881,801	357,636
Australian Laboratory Services Pty Ltd	2,955,934	59,119
Genalysis Laboratory Services Pty Ltd	9,515,790	190,316
Titeline Drilling Zambia Ltd	23,858,227	477,165
Mid Continent Drilling Company trading as Stanley Mining Services Zambia	28,139,565	562,791
New Resolution Geophysics Limited	19,036,140	380,723
Geotech Airborne Limited	4,455,769	89,115
TOTAL	161,685,161	3,233,704

1. the allottees are not related parties of the Company; and

2. no funds will be raised as a result of the issue of Shares as the Shares are being issued to convert debts to the value of up to approximately AUD$3,233,704 as detailed in paragraph 4 above.

RESOLUTION 2 – APPROVAL OF PLACEMENT OF SHARES

Assuming Resolution 1 is passed, the Company's major creditors will have converted debts to the value of up to approximately AUD$3,233,704 however, the Company will still require further working capital in order to pursue its objective of continuing to exploit its existing projects. Accordingly, the Company seeks Shareholder approval pursuant to Resolution 2 to allot and issue up to 50,000,000 Shares. Obtaining this approval will give the Company flexibility to issue these Shares to ensure the Company has adequate working capital to properly exploit its existing projects.

Listing Rule 7.1

Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

Resolution 2 has been included so that Shareholders may approve, pursuant to Listing Rule 7.1 the issue of up to 50,000,000 Shares at an issue price of the lesser of AUD$0.02 each and at least 80% of the average market price of the Shares over the last five days on which sales in the Shares were recorded before the day on which the issue is made or, if there is a prospectus relating to the issue, over the last five days on which sales in the Shares were recorded before the date of the prospectus.

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

1. the maximum number of Shares to be issued under Resolution 2 is 50,000,000 Shares;

2. the Shares will be issued no later than 3 months after the date of the meeting, or such later date as may be approved by ASX;

3. the issue price of the Shares will be the lesser of AUD$0.02 each and at least 80% of the average market price of the Shares over the last five days on which sales in the Shares were recorded before the day on which the issue is made or, if there is a prospectus relating to the issue, over the last five days on which sales in the Shares were recorded before the date of the prospectus;

4. the Shares to be issued are fully paid ordinary shares which will rank pari passu with existing Shares;

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602888_1 clean amended notice of meeting for zambezi 22 june 2009 meeting

1. the Directors are yet to determine to whom the Shares will be issued but these allottees will not be related parties (or their associates) of the Company;

2. the allotment of the Shares will occur progressively; and

3. the funds raised will be used for working capital.

PRO FORMA CAPITAL STRUCTURE

The effect of the proposed Resolutions on the issued share capital of the Company (and assuming the Company completes a placement utilising its full 15% placement capacity prior to the General Meeting) and the dilution effect on existing Shareholders are shown below in the form of a pro forma capital structure:

Share issue	Res. No.	Number of Shares on issue/issued	Cumulative Shares on issue	Issue as % of proposed cumulative total Shares on issue
Current Shares on issue 15% Placement Creditor Issue Placement	1 2	226,876,174 34,031,426 161,685,161 50,000,000	226,876,174 260,907,600 422,592,761 472,592,761	48.02% 7.20% 34.21% 10.57%
Re-capitalised Company		472,592,761

GLOSSARY OF TERMS

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

" AIM " means the Alternative Investment Market of the London Stock Exchange.

" AIM Rules " means AIM Rules for companies governing the admission to and the operation of AIM published by the London Stock Exchange as amended from time to time.

" Astron Limited " or " Astron " means Astron Limited ACN 000 285 272.

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

" AUD$ " means Australian dollar.

" Board " means the board of directors of the Company from time to time.

" Company " or " Zambezi " means Zambezi Resources Limited ARBN 124 462 826.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Explanatory Memorandum " means this Explanatory Memorandum.

" General Meeting " means the general meeting the subject of the Notice.

" Listing Rules " means the Listing Rules of ASX.

" London Stock Exchange " means the London Stock Exchange plc.

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" Notice " or " Notice of Meeting " means the notice of 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 the Company.

" Shareholder " means the holder of a Share.

" USD$ " means United States dollar.

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Proxy Form (amended notice)

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

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

__________ 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 22 June 2009 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. Approval of share issue to creditors		�	�	�
2. Approval of placement of shares		�	�	�
As witness my/our hand/s this	day of		2009
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
				)
		Name__________)
Under a Power of Attorney dated ____
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 72 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 Bristol BS13 8AE ENGLAND Facsimile (61) (8) 9323 2033 Facsimile (0870) 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 20 June 2009 ADT. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.