Notice of General Meeting

 

TIDMZRL 
 
RNS Number : 4484M 
Zambezi Resources Ltd 
29 January 2009 
 
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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 
GBP5,000,000 divided into 500,000,000 ordinary shares of par value GBP0.01 each 
into GBP15,000,000 divided into 1,500,000,000 ordinary shares of par value 
GBP0.01 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)                | 
| [phone]         | 
| [phone]        | 
|                            | 
+----------------------------+ 
| Fiona Owen                 | 
| Grant Thornton UK LLP      | 
| [phone]           | 
|                            | 
+----------------------------+ 
| Simon Edwards / Adam Lloyd | 
| Evolution Securities Ltd   | 
| + 44 20 7071 4300          | 
|                            | 
+----------------------------+ 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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