TREK METALS LIMITED — Proxy Solicitation & Information Statement 2010

Aug 19, 2010

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Dear Shareholder,

I am writing to you in respect of the important capital raising referred to in the attached Notice of Special General Meeting & Explanatory Memorandum and the resolutions that pertain to the capital raising. Zambezi Resources Ltd (“Company”) is seeking shareholder approval for the resolutions at a Special General Meeting of the Company to be held on 13 September 2010.

As you would be aware, since the Annual General Meeting held in October 2009, the Company was recapitalised, several new Board members and a new CEO were appointed and through the rescue plan approved at the last Annual General Meeting, the Company managed to preserve its asset base and value during the past year. These events helped to facilitate the Company's reinstatement to the ASX earlier this year on 13 April 2010. The Company also secured a $1 million loan facility from LinQ Resources Fund for a period of 15 months at a coupon rate of 10% for the purposes of working capital.

In addition to the above, the Company recently entered into a legally binding Memorandum of Understanding (" MOU ") with Rephidim Mining and Technical Supplies Limited, a Zambian company. The MOU enables the Company to assess several large tonnage, copper oxide mineralized rock dumps in the Chingola area of the renowned Zambian Copperbelt (" Chingola Dumps Project "). The Chingola Dumps Project is currently subject to due diligence which is well underway with an RC drilling program on the dumps already completed. This was announced to the ASX on 15 July 2010. The MOU is consistent with the Company’s current strategy of focusing on copper opportunities in Zambia where it has built up substantial industry contacts and an understanding of the local environment over several years.

In addition to the Chingola Dumps Project, the Company also commenced a campaign of assaying priority samples from earlier drilling programs conducted at its flagship Kangaluwi and Chisawa Copper Projects. The Company also has uranium projects located near Lusaka which have been the subject to reconnaissance and exploratory diamond drilling.

In order to advance the due diligence on the Chingola Dumps Project and continue exploration on its copper and uranium tenements, the Company embarked on a capital raising initiative and on 12 August 2010 announced to the ASX that it had been successful in the placement of 444,444,444 ordinary fully paid Shares in the Company at an issue price of A$0.18 per share to raise $8 million before costs of the issue (“Placement”). The Placement is subject to shareholder approval and the Special General Meeting has been called specifically to obtain that approval.

The capital raising is of critical importance to the Company going forward and I urge all shareholders to support both of the resolutions and submit their proxies in a timely fashion. Directors will be voting, where able, in favour of both the resolutions at the Special General Meeting and I commend those resolutions to you for your support.

Yours sincerely,

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Brian Rear Chairman

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

NOTICE OF SPECIAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting

13 September 2010

Time of Meeting

9.00am Bermuda ADT (Atlantic Daylight Time)

Place of Meeting

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Special General Meeting, please complete and return the enclosed Proxy Form / CDI Voting Form.

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

NOTICE IS HEREBY GIVEN that a Special General Meeting of the Shareholders of Zambezi Resources Limited (“ Company ” ) will be held at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda on 13 September 2010 at 9.00am ADT for the purpose of transacting the following business referred to in this Notice of Special General Meeting.

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

AGENDA

ORDINARY BUSINESS

Resolution 1 – 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 Company to allot and issue up to 444,444,444 Shares at an issue price of AUD$0.018 per Share on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on Resolution 1 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, and any associate of those persons. However, the Company need not disregard a 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 / CDI voting form or the vote 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 / CDI voting form to vote as the proxy decides.

Resolution 2 – Approval for Option Issue

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 all other purposes, approval is given for the Company to grant and issue up to 10,000,000 Options for nil consideration each Option having an exercise price of 2.5 cents and an expiry date of 30 September 2013 and 10,000,000 Options for nil consideration each Option having an exercise price of 3 cents and an expiry date of 30 September 2013 to Azure Capital Limited and or its nominees on the terms and conditions set out in the Explanatory Memorandum.”

The Company will disregard any votes cast on Resolution 2 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, and any associate of those persons. However, the Company need not disregard a 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 / CDI voting form or the vote 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 / CDI voting form to vote as the proxy decides.

BY ORDER OF THE BOARD

Pierre Malherbe

Chief Financial Officer

Dated: 18 August 2010

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Proxies

Registered Shareholders of the Company can vote at the meeting personally or by proxy, attorney or representative. A Shareholder entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote at the Meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder’s votes. A proxy may but need not be a Shareholder. 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 8 September 2010. For the convenience of Shareholders a Proxy form / CDI voting form is enclosed with notices sent to Shareholders.

A Shareholder that is a corporation may elect to appoint a representative in accordance with the ByeLaws 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 Western Australian Standard Time on 8 September 2010.

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 Voting Form enclosed with the Notice to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, 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 Australian Standard Time on 8 September 2010

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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 information of Shareholders of Zambezi Resources Limited (“ Zambezi ” or “ Company ”) in connection with the business to be conducted at the Special General Meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on 13 September 2010 commencing at 9.00am ADT, being 8.00pm WST (Perth) on 13 September 2010.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Special General Meeting. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Special General Meeting.

RESOLUTION 1 – APPROVAL OF PLACEMENT OF SHARES

Resolution 1 seeks Shareholder approval for the issue of a maximum of 444,444,444 Shares at an issue price of AUD$0.018 per Share to raise up to a total of AUD$8,000,000 (" Capital Raising "). The Shares will be offered pursuant to a prospectus.

Background to the Company and the Capital Raising

On 12 August 2010, the Company announced that, subject to obtaining Shareholder approval, the Company had placed 444,444,444 Shares to sophisticated investors, with Azure Capital Limited (" Azure ") as the lead manager of the placement. The Capital Raising follows the recent recapitalisation of the Company and the appointment of several new Board members, which facilitated the Company's reinstatement to the ASX earlier this year on 13 April 2010. In addition, the Company also secured a $1 million loan facility from LinQ Capital Limited (" LinQ ") for a period of 15 months at a coupon rate of 10% for the purposes of working capital.

The Company has also recently entered a legally binding Memorandum of Understanding (" MOU ") with Rephidim Mining and Technical Supplies Limited (" Rephidim "), a Zambian company, over several, large tonnage, copper oxide mineralized rock dumps in the Chingola area of the renowned Zambian Copperbelt (" Chingola Dumps Project "). The Chingola Dumps Project is currently the subject of due diligence following the completion of an RC drilling program, as announced to ASX on 15 July 2010. In addition to the Chingola Dumps Project, the Company has copper and uranium projects located near Lusaka which have been subject to reconnaissance and exploratory diamond drilling, the results of which have been previously announced by the Company.

Part of the proceeds from the recapitalisation was used to settle outstanding debts and to re-commence exploration activities. The funds raised from the Capital Raising will assist the Company to further its existing projects and repay the loan facility with LinQ.

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.

The effect of Resolution 1 will be to allow the Directors to issue the Shares pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if extended by way of ASX granting a waiver to the Listing Rules), without using the Company’s 15% placement capacity.

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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 444,444,444 Shares;

2. the Shares will be issued no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;

3. the issue price of the Shares will be AUD$0.018 each;

4. the Shares to be issued are fully paid ordinary shares in the capital of the Company which will rank pari passu and equally in all respects with existing Shares;

5. the Shares will be issued to sophisticated investors and clients of Azure. The allottees will not be related parties (or their associates) of the Company;

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

7. the funds raised from the Capital Raising will be used for finalising the due diligence over the Chingola Dumps Project, and upon successful completion of the due diligence and a formal decision to proceed with the Chingola Dumps Project, settling the agreement with Rephidim and conducting the bankable feasibility study. In addition, funds will be applied to working capital requirements, continuing exploration on the copper and uranium licenses and repaying the loan facility with LinQ.

RESOLUTION 2 – APPROVAL FOR OPTION ISSUE

Resolution 2 seeks Shareholder approval for the issue of Options to Azure in consideration for lead manager services rendered to the Company in relation to the Capital Raising.

Azure was appointed by the Company to carry out lead manager services in connection with the Capital Raising under a mandate letter dated 6 August 2010. As part of the fee agreed to be paid by the Company in respect of the Capital Raising, the following Options are to be issued to Azure and or its nominees:

1. 10,000,000 Options, each Option having an exercise price of 2.5 cents and an expiry date of 30 September 2013; and

2. 10,000,000 Options, each Option having an exercise price of 3 cents and an expiry date of 30 September 2013

Azure is also to receive a completion fee of 6% of monies raised.

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the Company in general meeting is obtained.

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

• a) The total number of securities which may be issued under Resolution 2 is 20,000,000 Options.

• b) 10 million of the Options to be issued pursuant to Resolution 2 have an exercise price of 2.5 cents each and an expiry date of 30 September 2013 and another10 million Options to be issued pursuant to Resolution 2 have an exercise price of 3 cents and an expiry date of 30 September 2013;

• c) The Options to be issued pursuant to Resolution 2 will be issued on one date as soon as practicable after the Meeting and in any event within three months of the date of the Meeting (unless otherwise extended by way of ASX granting a waiver to the Listing Rules);

• d) The Options to be issued pursuant to Resolution 2 will be issued for a nil issue price;

• e) The terms and conditions of the Options to be issued pursuant to Resolution 2 are set out in Annexure A;

• f) The Options to be issued pursuant to Resolution 2 will be issued to Azure and or its nominees. None of the allottees will be related parties of the Company;

• g) The Options will be over Shares, and the Shares to be issued on exercise of the Options will rank equally in all respects with the existing Shares on issue; and

the purpose of the issue is for part payment for services rendered by Azure in connection with the Capital Raising. No application will be made for the Options to be granted quotation on ASX.

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GLOSSARY OF TERMS

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

" AUD$ " means Australian dollars.

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

“ Board” means the current board of Directors.

“ Capital Raising " means the issue of 444,444,444 Shares to raise up to a total of AUD$8,000,000.

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

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

“Explanatory Memorandum ” means this Explanatory Memorandum.

“ Listing Rules ” means the Listing Rules of the ASX, as amended from time to time.

“ Meeting ” means the extraordinary general meeting of Shareholders of Zambezi convened by the Notice.

“ Notice” or “ Notice of Meeting ” means the notice of special general meeting that accompanies this Explanatory Memorandum.

" Option " means an option to acquire a Share.

“ 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 registered holder of a Share.

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ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS

1. Terms and Conditions of 10,000,000 Options with exercise price of 2.5 cents and expiry date of 30 September 2013

• (a) Each Option, when exercised, entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon the payment of 2.5 cents per Share;

• (b) The Options can be exercised in whole or in part, and if exercised in part multiples of 50,000 must be exercised on each occasion. The exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held;

• (c) Each Option is transferable;

• (d) Each Option will expire at 5.00 pm Perth time on 30 September 2013;

• (e) The Option holder cannot participate in any new issue of securities of the Company to Shareholders without exercising the Options in which case the Option holder will be afforded a period of at least 9 Business Days (as defined in the Listing Rules) prior to and inclusive of the record date to determine entitlements to the issue to exercise the relevant Options;

• (f) The Options do not confer on the holder any rights to participate in dividends during the currency of the Options;

• (g) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules, but in all other respects the terms of exercise will remain unchanged.;

• (h) Subject to the Listing Rules, the number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to the exercise of the Options so that, upon exercise of the Options the number of Shares received by the Option holder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issue;

• (i) The Options will not be listed for official quotation on the ASX;

• (j) Subject to paragraph (h) above, the Options do not confer on the holder any right to a change in the exercise price of the Options or a change to the number of underlying securities over which the Options can be exercised if the Company completes a bonus or entitlements issue; and

• (k) The Shares allotted upon the exercise of the Options shall rank, from the date of allotment, equally with the existing ordinary Shares in all respects.

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2. Terms and conditions of 10,000,000 Options with exercise price of 3 cents and expiry date of 30 September 2013

• (a) Each Option, when exercised, entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon the payment of 3 cents per Share;

• (b) The Options can be exercised in whole or in part, and if exercised in part multiples of 50,000 must be exercised on each occasion. The exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held;

• (c) Each Option is transferable;

• (d)

• Each Option will expire at 5.00 pm Perth time on 30 September 2013;

• (e) The Option holder cannot participate in any new issue of securities of the Company to Shareholders without exercising the Options in which case the Option holder will be afforded a period of at least 9 Business Days (as defined in the Listing Rules) prior to and inclusive of the record date to determine entitlements to the issue to exercise the relevant Options;

• (f) The Options do not confer on the holder any rights to participate in dividends during the currency of the Options;

• (g) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules, but in all other respects the terms of exercise will remain unchanged. ;

• (h) Subject to the Listing Rules, the number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to the exercise of the Options so that, upon exercise of the Options the number of Shares received by the Option holder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issue;

• (i) The Options will not be listed for official quotation on the ASX;

• (j) Subject to paragraph (h) above the Options do not confer on the holder any right to a change in the exercise price of the Options or a change to the number of underlying securities over which the Options can be exercised; and

• (k) The Shares allotted upon the exercise of the Options shall rank, from the date of allotment, equally with the existing ordinary Shares in all respects.

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

Proxy Form / CDI 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.

Computershare Investor Services Pty Ltd GPO Box 242 Melbourne Vic 3001

Fax 61 3 9473 2555

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.

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 6 September 2010 ADT. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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Zambezi Resources Limited ARBN 124 462 826

Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 ZRL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

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For your vote to be effective it must be received by 5:00pm (AWST) Wednesday 8 September 2010

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI that you own at 9:00am (ADT) 6 September 2010 entitles you to one vote.

You can vote by completing, signing and returning you CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. please sign in the boxes provided, which state the office held by the signatory. ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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CDI Voting Instruction Form

Please mark to indicate your directions

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CHESS Depositary Nominees will vote as directed

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Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Zambezi Resources Limited hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Special General Meeting of Zambezi Resources Limited to be held at Canon's Court, 22 Victoria Street, Hamilton HM12 Bermuda on Monday, 13 September 2010 at 9:00am ADT and at any adjournment of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

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Items of Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Resolution 1 Approval of Placement of Shares

Resolution 2 Approval for Option Issue

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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