ZAMBEZI RESOURCES LIMITED

Company No. (Bermuda) 35116 ARBN 124 462 826

NOTICE OF GENERAL MEETING and EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting 25 June 2014

Time of Meeting 8.00am Bermuda ADT (Atlantic Daylight Time) (8:00 pm Perth WST)

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 Meeting, please complete and return the enclosed Proxy Form or CDI Form of Instruction (as applicable) in accordance with the specified instructions.

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 25 June 2014 at 8.00am 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

ORDINARY BUSINESS

Resolution 1 - Approval of Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the shareholders approve the ssue of up to 10,000,000 Shares on the terms and conditions set out in the explanatory memorandum accompanying this Notice of Meeting."

Resolution 2 - Participation in Placement by a Director, David Vilensky

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 10.11 and for all other relevant purposes, approval is given for Mr David Vilensky, a Director of the Company (or his nominee) to be issued up to 1,500,000 shares, on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting."

Resolution 3 - Participation in Placement by a Director, Frank Vanspeybroeck

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 10.11 and for all other relevant purposes, approval is given for Mr Frank Vanspeybroeck, a Director of the Company (or his nominee) to be issued up to 1,500,000 shares, on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting."

Resolution 4 - Participation in Placement by a Director, Marinko Vidovich

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 10.11 and for all other relevant purposes, approval is given for Mr Marinko Vidovich, a Director of the Company (or his nominee) to be issued up to 1,500,000 shares, on the terms and conditions set out in the Explanatory Memorandum accompanying the notice of this meeting."

Resolution 5 - Approval of Issue of Shortfall Shares to a Director, David Vilensky

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Resolution 6 - Approval of Issue of Shortfall Shares to a Director, Frank Vanspeybroeck

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Resolution 7 - Approval of Issue of Shortfall Shares to a Director, Marinko Vidovich

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

BY ORDER OF THE BOARD

Frank Vanspeybroeck CEO Dated:

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 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 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 Standard Time on 23 June 2014. 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 Bye-Law 72 of the Company's Bye-Laws 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 8.00pm Western Standard Time on 23 June 2014.

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, GPO Box 242, Melbourne VIC 3001, Australia or alternatively you can fax your form to (within Australia) 1800 783 447 and (outside Australia) +61 3 9473 2555, 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 by not later than 8.00pm Western Standard Time on 23 June 2014.

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 General Meeting of the Company to be held at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda on 25 June 2014 commencing at 8.00am ADT and 8.00pm WST (Perth).

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

RESOLUTIONS

Resolution 1 - Approval of Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the shareholders approve the issue of up to 10,000,000 Shares on the terms and conditions set out in the explanatory memorandum accompanying this Notice of Meeting."

Voting Exclusion - The Company will disregard any votes cast on Resolution 1 by persons who may participate in the proposed issue and by any persons who might obtain a benefit, except solely in the capacity of holder of ordinary securities, if the resolution is passed and any associate of those persons. However, the Company need not disregard a vote cast by a person if:

It is cast by a person as proxy for a person who is entitled to vote, in accordance with $\bullet$ 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 the directions on the proxy form to vote as the proxy decides.

The passing of Resolutions 2, 3 and 4 is dependent upon Resolution 1 being passed. If Resolution 1 is not passed then Resolutions 2, 3 and 4 will not be put to Shareholders and will be of no effect.

Resolution 2 - Participation in Placement by a Director, David Vilensky

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Voting Exclusion - The Company will disregard any votes cast on Resolution 2 by Mr David Vilensky or his nominee (if any); and associates of Mr David Vilensky or his nominee.

However, the company need not disregard a vote on Resolution 2, 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 3 - Participation in Placement by a Director, Frank Vanspeybroeck

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Voting Exclusion - The Company will disregard any votes cast on Resolution 3 by Mr Frank Vanspeybroeck or his nominee (if any); and associates of Mr Frank Vanspeybroeck or his nominee.

However, the company need not disregard a vote on Resolution 3, 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 4 - Participation in Placement by a Director, Marinko Vidovich

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Voting Exclusion - The Company will disregard any votes cast on Resolution 4 by Mr Marinko Vidovich or his nominee (if any); and associates of Mr Marinko Vidovich or his nominee.

However, the company need not disregard a vote on Resolution 4, if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with $\bullet$ 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 5 - Approval of Issue of Shortfall Shares to a Director, David Vilensky

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Voting Exclusion - The Company will disregard any votes cast on Resolution 5 by Mr David Vilensky or his nominee (if any); and associates of Mr David Vilensky or his nominee.

However, the company need not disregard a vote on Resolution 5 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 $\bullet$ vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6 - Approval of Issue of Shortfall Shares to a Director, Frank Vanspeybroeck

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Voting Exclusion - The Company will disregard any votes cast on Resolution 6 by Mr Frank Vanspeybroeck or his nominee (if any); and associates of Mr Frank Vanspeybroeck or his nominee.

However, the company need not disregard a vote on Resolution 6, 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 - Approval of Issue of Shortfall Shares to a Director, Marinko Vidovich

Voting Exclusion - The Company will disregard any votes cast on Resolution 7 by Mr Marinko Vidovich or his nominee (if any); and associates of Mr Marinko Vidovich or his nominee.

However, the company need not disregard a vote on Resolution 7, if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with $\bullet$ 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.

Explanatory Memorandum $1.0$

Resolution 1 Approval of Placement

Background

Resolution 1 seeks shareholder approval pursuant to ASX Listing Rule 7.1 to issue up to 10,000,000 shares under the placement to investors in Australia.

Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not subject to specified exceptions issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

By seeking shareholder approval for the issue of these shares under the placement the company will retain the flexibility to issue equity securities in the future of up to 15% of its capital, as set out in Listing Rule 7.1 without the requirement to obtain prior shareholder approval. Resolution 1 is an ordinary resolution.

In the event that Resolutions 2, 3 and 4 are passed it is proposed that the directors mentioned in those resolutions will be entitled but not obliged to participate in a placement of securities the subject of Resolution 1.

Information required under Listing Rule 7.3

For the purposes of shareholder approval of the issue of shares under the placement and the requirement of ASX Listing Rule 7.3 information is provided as follows:

the maximum number of shares to be issued is 10,000,000 Shares; $(a)$
the shares may be issued progressively but by no later than 3 months after $(b)$ the date of this meeting (or such later date as approved by the ASX);
the issue price of the shares will be no less than 85% of the VWAP of $(c)$ Zambezi shares for the 5 trading days immediately before the shares are issued;
the shares will be issued to institutions and professional investors provided $(d)$ however should Resolutions 2, 3 and 4 or any of them be passed it is possible that the directors mentioned in those resolutions will participate in the placement to the extent authorised by those resolutions;
the shares will be ranked fully paid ordinary shares in the company and shall $(e)$ rank equally with the company's current issued ordinary shares;
the company intends to use the funds raised by the placement as additional $(f)$ working capital and investment capital for the company primarily in relation to ongoing evaluation and development of the company's Zambian projects; and
a voting exclusion statement is included in this Notice of General Meeting. $(g)$

Resolutions 2-4 Participation in Placement by Directors

Background

The Directors (or their nominees) wish to be entitled to participate in the Placement.

Resolutions 2-4 seek shareholder approval pursuant to Listing Rule 10.11 to be entitled to issue up to 4,500,000 shares under the Placement to the Directors (or their nominees).

The maximum number of Shares that each Director is considering taking up is set out in the table below.

Name	Position	Maximum no. οf Shares
David Vilensky	Chairman	1,500,000
Frank Vanspeybroeck	Director	1,500,000
Marinko Vidovich	Director	1,500,000

Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where any entity issues, or agrees to issue, securities to a related party of the entity. David Vilensky, Frank Vanspeybroeck and Marinko Vidovich are considered to be related parties of the Company as they are directors of the Company. Accordingly, Resolutions 2 to 4 seek Shareholder approval pursuant to Listing Rule 10.11 to enable David Vilensky, Frank Vanspeybroeck and Marinko Vidovich to participate in the Placement.

If shareholder approval is given under Listing Rule 10.11 pursuant to these Resolutions, approval is not required under Listing Rule 7.1.

Information required under Listing Rule 10.13

The Company provides the following additional information in accordance with Listing Rule 10.13:

The related parties proposing to be entitled to participate in the Placement $(a)$ are David Vilensky, Frank Vanspeybroeck and Marinko Vidovich (or their respective nominees) and they are related parties by virtue of being Directors.
The maximum number of Shares David Vilensky, Frank Vanspeybroeck and $(b)$ Marinko Vidovich may subscribe for is set out in the table above.
the shares may be issued progressively but by no later than 1 month after the $(c)$ date of this meeting (or such later date as approved by the ASX);
the issue price of the shares will be no less than 85% of the VWAP of $(d)$ Zambezi shares for the 5 trading days immediately before the shares are issued:
the shares will be ranked fully paid ordinary shares in the company and shall $(e)$ rank equally with the company's current issued ordinary shares;
the company intends to use the funds raised as additional working capital and $(f)$ investment capital for the company primarily in relation to ongoing evaluation and development of the company's Zambian projects; and
a voting exclusion statement is included in this Notice of General Meeting. $(q)$

Resolutions 5-7 Approval of Issue of Shortfall Shares to Directors

Background

On 2 April 2014, the Company announced it had successfully raised \$372,841.00 via a non renounceable rights issue of approximately 2,485,608 ordinary shares to existing Shareholders [Rights Issue]. The issue price under the Rights Issue was \$0.15 per Share.

Each of the Directors have agreed that, subject to Shareholder approval, they will consider taking up some of the Shortfall Shares associated with the Rights Issue. The issue price of each Shortfall Share taken up by a Director will be \$0.15 and the Shortfall Shares will be issued pursuant to the terms and conditions of the Rights Issue Offer Memorandum.

The maximum number of Shortfall Shares that each Director is considering taking up is set out in the table below.

Name	Position	Maximum no. of Shortfall Shares	Maximum Amount payable [\$]
David Vilensky	Chairman	1,500,000	225,000
Frank Vanspeybroeck	Director	1,500,000	225,000
Marinko Vidovich	Director	1,500,000	225,000

Listing Rule 10.11

If shareholder approval is given under Listing Rule 10.11 pursuant to these Resolutions, approval is not required under Listing Rule 7.1.

Information required under Listing Rule 10.13

The Company provides the following additional information in accordance with Listing Rule 10.13:

The related parties proposing to take up Shortfall Shares are David Vilensky, $(a)$ Frank Vanspeybroeck and Marinko Vidovich (or their respective nominees) and they are related parties by virtue of being Directors.
The maximum number of Shortfall Shares David Vilensky, Frank $(b)$ Vanspeybroeck and Marinko Vidovich may subscribe for is set out in the table above.
Any Shortfall Shares to be issued to the related parties will be issued no later $(c)$ than 1 month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on 27 June 2014.
The issue price will be \$0.15 per Share and the Shares will be fully paid $(d)$ ordinary shares in the capital of the Company.
The Shortfall Shares will be issued pursuant to the terms and conditions of $(e)$ the Rights Issue Offer Memorandum.
The Shortfall Shares will rank equally in all respects with the existing Shares $(f)$ from the date of issue.
The company intends to use the funds raised as additional working capital $(q)$ and investment capital for the company primarily in relation to ongoing evaluation and development of the company's Zambian projects.
A voting exclusion statement is included in this Notice of General Meeting. $(h)$

Directors' recommendation

The directors, other than Mr David Vilensky, recommend that you vote in favour $\bullet$ of Resolution 2 and 5.
The directors, other than Mr Frank Vanspeybroeck, recommend that you vote in $\bullet$ favour of Resolution 3 and 6.
The directors, other than Mr Marinko Vidovich, recommend that you vote in $\bullet$ favour of Resolution 4 and 7.

Glossary

Where the following terms are used in the Notice they have the following meanings:

\$ means Australian dollars, unless otherwise stated.

ASX means the Australian Securities Exchange;

ASX Listing Rules means the rules governing the operation of the ASX.

Board means the board of Directors of the Company.

Business Day means every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

CDI means CHESS Depositary Interest representing a unit of beneficial ownership in a Share registered in the name of Depositary Nominees Pty Ltd.

Company means Zambezi Resources Limited (ARBN 124 462 826).

Director means a director of the Company.

Listing Rules means the Listing Rules of ASX.

New Options means an Option issued on the terms and conditions set out in Schedule 1 to this Explanatory Memorandum.

New Share means a Share offered for subscription under the terms of the Rights Issue.

Optionholder means a holder of an Option.

Share means an ordinary fully paid share in the capital of the Company.

Shareholder means the registered holder of a Share.

WST means Australian Western Standard Time.

Zambezi means Zambezi Resources Limited (ARBN 124 462 826).

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TREK METALS LIMITED — Proxy Solicitation & Information Statement 2014

65923_rns_2014-06-19_29637980-4d5b-41b7-9c25-8effc833ae74.pdf

ZAMBEZI RESOURCES LIMITED

NOTICE OF GENERAL MEETING and EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Place of Meeting

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

AGENDA

ORDINARY BUSINESS

Resolution 1 - Approval of Placement

Resolution 2 - Participation in Placement by a Director, David Vilensky

Resolution 3 - Participation in Placement by a Director, Frank Vanspeybroeck

Resolution 4 - Participation in Placement by a Director, Marinko Vidovich

Resolution 5 - Approval of Issue of Shortfall Shares to a Director, David Vilensky

Resolution 6 - Approval of Issue of Shortfall Shares to a Director, Frank Vanspeybroeck

Resolution 7 - Approval of Issue of Shortfall Shares to a Director, Marinko Vidovich

BY ORDER OF THE BOARD

Proxies

CHESS Depositary Interests

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

EXPLANATORY MEMORANDUM

RESOLUTIONS

Resolution 1 - Approval of Placement

Resolution 2 - Participation in Placement by a Director, David Vilensky

Resolution 3 - Participation in Placement by a Director, Frank Vanspeybroeck

Resolution 4 - Participation in Placement by a Director, Marinko Vidovich

Resolution 5 - Approval of Issue of Shortfall Shares to a Director, David Vilensky

Resolution 6 - Approval of Issue of Shortfall Shares to a Director, Frank Vanspeybroeck

Resolution 7 - Approval of Issue of Shortfall Shares to a Director, Marinko Vidovich

Explanatory Memorandum $1.0$

Resolution 1 Approval of Placement

Background

Listing Rule 7.1

Information required under Listing Rule 7.3

Resolutions 2-4 Participation in Placement by Directors

Background

Listing Rule 10.11

Information required under Listing Rule 10.13

Resolutions 5-7 Approval of Issue of Shortfall Shares to Directors

Background

Listing Rule 10.11

Information required under Listing Rule 10.13

Directors' recommendation

Glossary

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