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29 January 2009

Zambezi Resources Limited (AIM: ZRL)

Notice of General Meeting

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 9 March 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 and is available on the Company website www.zambeziresources.com.

 

Resolution 1 - Approval of Increase to Authorised Share Capital

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

    'That for the purpose of Bye-Law 41 and for all other purposes, approval is given for the authorised share capital of the Company to be increased from £5,000,000 divided into 500,000,000 ordinary shares of par value £0.01 each into £15,000,000 divided into 1,500,000,000 ordinary shares of par value £0.01 each.'

 

Resolution 2 - Ratification of Placement ('Tranche 1')

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 and for all other purposes, the Company ratify the allotment and issue of 29,000,000 fully paid ordinary shares in the capital of the Company at an issue price of AUD$0.02 each to Astron Limited on [ ] January 2009 on the terms and conditions set out in the Explanatory Memorandum.'

 

Resolution 3 - Approval of Placement ('Tranche 2')

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

    'That subject to the passing of resolutions 1 and 2, and 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 171,000,000 fully paid ordinary shares in the capital of the Company at an issue price of AUD$0.02 each to Astron Limited on the terms and conditions set out in the Explanatory Memorandum.'

 

Resolution 4 - Approval of Issue of Convertible Note and Shares under the Convertible Note

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

    'That subject to the passing of resolutions 1,2 and 3, and  for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for 

(a)    the directors of the Company to issue and allot to Astron Limited (or its nominee) a convertible note 
        in the Company ('Note') with a face value of USD$6,000,000, maturing on 31 December 2010;

(b)   the directors of the Company to allot and issue that number of fully paid ordinary shares in the 
      Company (calculated in accordance with terms of the Convertible Note) on conversion of the 
      Convertible note; and otherwise on the terms and conditions set out in the Explanatory Memorandum 
      (including Annexure A).'

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 8.00pm Western Australian Standard Time on 5 March 2009 and UK holders not later than 1.00pm London Time on 5 March2009. 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 5 March 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 5 March 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 5 March 2009.

For more information contact:

Julian Ford, Managing Director Zambezi Resources (Australia) +61 (08) 9216 9000 +61 (0) 418 949 580

Fiona Owen     Grant Thornton UK LLP +44 20 7383 5100

Simon Edwards / Adam Lloyd Evolution Securities Ltd + 44 20 7071 4300

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